Form F-3ASR - Automatic shelf registration statement of securities of well-known seasoned issuers

As filed with the Securities and Exchange Commission on October 22, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CyberArk Software Ltd.

(Exact Name of Registrant as Specified in Its Charter)

State of Israel	7372	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

9 Hapsagot St.

Park Ofer 2, P.O. Box 3143

Petach-Tikva 4951041, Israel

Tel: +972 (3) 918-0000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

CyberArk Software, Inc.

60 Wells Avenue

Suite 103

Newton, MA 02459

Tel: +1 (617) 965-1544

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Joshua G. Kiernan

Julia Thompson

Latham & Watkins LLP

1271 Avenue of the

Americas

New York, New York 10020

(212) 906-1200

Donna Rahav

Chief Legal Officer

CyberArk Software Ltd.

9 Hapsagot St.

Park Ofer 2, P.O. Box 3143

Petach-Tikva 4951041, Israel

Tel: +972 (3) 918-0000

Shachar Hadar

Matthew Rudolph

Meitar | Law Offices

16 Abba Hillel Silver Rd.

Ramat Gan 5250608, Israel

+ 972(3) 610-3100

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

PROSPECTUS

Up to 2,285,076 Ordinary Shares

Offered by the Selling Shareholder

This prospectus relates to the offer and sale from time to time in one or more offerings by the selling shareholder named in this prospectus, Triton Seller, LP (f/k/a Venafi Parent, LP), or its permitted transferees (collectively, the “selling shareholder”) of up to 2,285,076 ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”), of CyberArk Software Ltd., a company incorporated under the laws of the State of Israel (the “Company”), issued to such selling shareholder in connection with the closing on October 1, 2024, of the acquisition by the Company of Venafi Holdings, Inc. (the “Acquisition”).

This prospectus also covers any additional securities that may become issuable by reason of share splits, share dividends or other similar transactions.

We are registering the securities described above for resale pursuant to the selling shareholder’s registration rights under the registration rights agreement between us and the selling shareholder (the “Registration Rights Agreement”) entered into in connection with the Acquisition. Our registration of the securities covered by this prospectus does not mean that the selling shareholder will offer or sell, as applicable, any of the securities. The selling shareholder may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the selling shareholder may sell the Ordinary Shares in the section entitled “Plan of Distribution.”

We will not receive any proceeds from the sale of Ordinary Shares by the selling shareholder pursuant to this prospectus. However, we may pay certain expenses, other than any underwriting discounts and commissions, associated with the sale of securities pursuant to this prospectus. We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section entitled “Plan of Distribution.”

INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE 5 OF THIS PROSPECTUS AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.

Our Ordinary Shares are listed on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “CYBR.” On October 21, 2024, the closing sale price as reported on Nasdaq of our Ordinary Shares was $300.06 per share.

Neither the Securities and Exchange Commission nor any state securities commission or any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 22, 2024.

TABLE OF CONTENTS

Page

ABOUT THIS PROSPECTUS	1
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE	2
THE COMPANY	3
THE OFFERING	4
RISK FACTORS	5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	7
USE OF PROCEEDS	9
DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION	10
SELLING SHAREHOLDER	17
CERTAIN TAX CONSIDERATIONS	18
PLAN OF DISTRIBUTION	30
EXPENSES OF THE OFFERING	33
LEGAL MATTERS	34
EXPERTS	35
ENFORCEMENT OF CIVIL LIABILITIES	36

ABOUT THIS PROSPECTUS

This prospectus is part of an automatic registration statement on Form F-3 that we filed with the U.S. Securities and Exchange Commission (“SEC”), using a “shelf” registration process. By using a shelf registration statement, the selling shareholder may sell Ordinary Shares, from time to time, in one or more offerings as described in this prospectus. To the extent permitted by law, we may file or authorize one or more prospectus supplements or free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading “Where You Can Find More Information; Incorporation by Reference.”

Neither we, nor the selling shareholder, have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We and the selling shareholder take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the selling shareholder will not make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover, that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that are incorporated by reference into this prospectus and any applicable prospectus supplement. Accordingly, investors should not place undue reliance on this information.

On May 19, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with the selling shareholder and the other parties listed in the Merger Agreement, pursuant to which the Company agreed to issue to the selling shareholder an aggregate of 2,285,076 Ordinary Shares when closing occurred.

When we refer to “CyberArk,” “we,” “our,” “us” and the “Company” in this prospectus, we mean CyberArk Software Ltd. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential holders of the Ordinary Shares.

WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE

Available Information

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”). We file reports and other information with the SEC. Our Annual Report on Form 20-F for the year ended December 31, 2023 has been filed with the SEC. We have also filed current reports with the SEC on Form 6-K. Such reports and other information filed with the SEC are available to the public over the Internet at the SEC’s website at http://www.sec.gov.

Our website address is www.cyberark.com. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

This prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference in the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement through the SEC’s website, as provided above.

Incorporation by Reference

The SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement.

This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously been filed with the SEC:

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Our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 13, 2024;

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Our Current Reports on Form 6-K furnished to the SEC on May 2, 2024, May 20, 2024, May 22, 2024, June 27, 2024, August 8, 2024, October 1, 2024, and October 22, 2024; and

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The description of our Ordinary Shares contained in our registration statement on Form 8-A filed with the SEC on September 16, 2014 and any amendment or report filed with the SEC for the purpose of updating the description.

All reports and other documents we subsequently file pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act, prior to the termination of this offering, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from the date of the filing of such reports and documents. We may also incorporate by reference part or all of any reports on Form 6-K that we subsequently furnish to the SEC prior to the completion or termination of any offering by identifying in such Forms 6-K that such Form 6-K, or certain parts or exhibits of such Form 6-K, are being incorporated by reference into this prospectus, and any Form 6-K (or parts thereof) so identified shall be deemed to be incorporated by reference in this prospectus and to be a part of this prospectus from the date of submission of such document.

You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or telephoning us at the following address:

CyberArk Software Ltd.

9 Hapsagot St.

Park Ofer 2, P.O. Box 3143

Petach-Tikva 4951041, Israel

Tel: +972 (3) 918-0000

Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.

THE COMPANY

Overview

CyberArk Software Ltd. was founded in 1999 with the vision of protecting high-value business data and pioneering our Digital Vault technology. That same year, we began offering our first product, the Sensitive Information Management Solution (previously called the Sensitive Document Vault), which provided a secure platform for our customers’ employees to share sensitive files. We began with our early vaulting technology, which has enabled us to evolve into a company that provides a comprehensive solution to secure identities anchored on Privileged Access Management. In 2005, we introduced our Privileged Access Management Solution, upon which we built our leadership position in the Privileged Access Management market, providing a layer of security that protects high-level and high-value access across an organization. In September 2014, we listed our Ordinary Shares on the Nasdaq. In addition to investing in organic research and development, in 2015 we began to execute a merger and acquisition strategy and acquired Viewfinity, Inc., a provider of Windows least privilege management and application control software, as well as Cybertinel Ltd., a cybersecurity company specializing in cyber threat detection technology. In May 2017, we acquired Conjur Inc., a provider of DevOps security software. In May 2020, we acquired IDaptive Holdings, Inc., an Identity as a Service (IDaaS) provider. In March 2022, we acquired Aapi.io, a provider of no-code application integration and workflow automation solutions, in July 2022, we acquired C3M, LLC, a provider of multi-cloud security and compliance solutions and in October 2024 we acquired Venafi Holdings, Inc. With our organic investment in research and development to drive new product releases and innovation, coupled with the incremental acquisitions of selected technologies and the execution of our go-to-market (GTM) strategy, today CyberArk is the global leader in Identity Security, centered on intelligent privilege controls. We enable secure access for all human and machine identities to help organizations secure critical business assets and applications, protect their distributed workforce and customers, and accelerate business across cloud, hybrid and self-hosted environments. Our solutions enable Zero Trust by enforcing least privilege with continuous identity threat detection and protection.

We are a company limited by shares organized under the laws of the State of Israel. We are registered with the Israeli Registrar of Companies. Our registration number is 51-229164-2. Our principal executive offices are located at 9 Hapsagot St., Park Ofer 2, P.O. Box 3143, Petach-Tikva, 4951041, Israel, and our telephone number is +972 (3) 918-0000. Our website address is www.cyberark.com. Information contained on, or that can be accessed through, our website is not part of this prospectus and is not incorporated by reference herein. We have included our website address in this prospectus solely for informational purposes. Our SEC filings are available to you on the SEC’s website at http://www.sec.gov. This site contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our agent for service of process in the United States is CyberArk Software, Inc., located at 60 Wells Avenue, Newton, MA 02459, and our telephone number is (617) 965-1544.

Recent Developments

On October 1, 2024, we completed the Acquisition. For more information on the Acquisition see our Current Reports on Form 6-K furnished to the SEC on May 20, 2024 and October 1, 2024.

On June 25, 2024, we entered into a revolving credit facility agreement with a certain institutional lender providing for revolving borrowing commitments of up to $250 million (the “Credit Facility”). For more information on the Credit Facility, see “Operating and Financial Review and Prospects in connection with the Unaudited Condensed Consolidated Financial Statements of the Company as of and for the six months ended June 30, 2024” filed as Exhibit 99.2 to our Current Report on Form 6-K furnished to the SEC on October 22, 2024.

THE OFFERING

Issuer	CyberArk Software Ltd.

Resale of Ordinary Shares

Ordinary Shares that may be offered and sold from time to time by the selling shareholder	Up to 2,285,076 Ordinary Shares that were issued to the selling shareholder in connection with the closing of the Acquisition pursuant to the Merger Agreement.

Use of Proceeds	All of the Ordinary Shares offered by the selling shareholder pursuant to this prospectus will be sold by the selling shareholder for its own account. We will not receive any of the proceeds from such sales.

Terms of the Offering	The selling shareholder will determine when and how it sells the Ordinary Shares offered in this prospectus, as described in “Plan of Distribution.”

Nasdaq Symbol	Our Ordinary Shares are listed on Nasdaq under the symbol “CYBR.”

Risk Factors	You should read the “Risk Factors” section of this prospectus for a discussion of factors to carefully consider before deciding to invest in the Ordinary Shares.

RISK FACTORS

Investment in any securities offered pursuant to this prospectus and the applicable prospectus supplement involves risks. Before deciding whether to invest in our securities, you should carefully consider the risk factors described below and in our most recent Annual Report on Form 20-F incorporated by reference into this prospectus and in our updates, if any, to those risk factors in our reports on Form 6-K incorporated by reference into this prospectus and all other information contained or incorporated by reference into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in the applicable prospectus supplement and any applicable free writing prospectus. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occur, our business, financial condition, results of operations or cash flow could be seriously harmed. This could cause the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please also carefully read the section entitled “Special Note Regarding Forward-Looking Statements” included herein and included in our most recent Annual Report on Form 20-F and our updates, if any, to that section in our reports on Form 6-K incorporated by reference into this prospectus.

We may fail to fully execute, integrate, or realize the benefits expected from acquisitions, including the Acquisition, which may require significant management attention, disrupt our business, dilute shareholder value, and adversely affect our financial condition and results of operations.

As part of our business strategy and to remain competitive, we continue to evaluate acquiring or making investments in complementary companies, products, or technologies. We may not be able to find suitable acquisition candidates or complete such acquisitions on favorable terms. We may incur significant expenses, divert employee and management time and attention from other business-related tasks and our organic strategy, and incur other unanticipated complications while engaging with potential target companies where no transaction is eventually completed.

If we do complete acquisitions, such as the Acquisition, we may not ultimately derive benefits commensurate with the purchase price paid for such acquisition, strengthen our competitive position or achieve our goals or expected growth, profitability or cash flow generation, and any acquisitions we complete could be viewed negatively by our customers, analysts, and investors, or create unexpected competition from market participants. Any integration process may require significant time and resources. We may not be able to manage the process successfully and may experience a decline in our profitability as we incur expenses prior to fully realizing the benefits of the acquisition. We could expend significant cash and incur acquisition-related costs and other unanticipated liabilities associated with the acquisition, the product, or the technology, such as contractual obligations, potential security vulnerabilities of the acquired company and its products and services and potential intellectual property infringement. Any acquisition, including the Acquisition, may involve expansion into businesses that are outside our core competencies and into market segments where we do not have existing expertise, and as a result we may be unable to achieve the expected benefits. In addition, any acquired technology or product may not comply with legal or regulatory requirements and may expose us to regulatory risk and require us to make additional investments to make them compliant. Further, we may not be able to provide the same support service levels to the acquired technology or product that we generally offer with our other products. Furthermore, in connection with any completed acquisition, including the Acquisition, we may be responsible for related costs and liabilities, including for unexpected liabilities that we failed to, or were unable to, discover in the course of performing our due diligence review of the acquired business. We cannot assure you that indemnification rights we may obtain will be enforceable, collectible or sufficient in an amount, scope or duration to fully offset the possible liabilities associated with the acquired business. Any of these liabilities, individually or in the aggregate, could have a material adverse effect on our business, financial condition or results of operations.

In particular, the integration process of Venafi Holdings, Inc. and its business has required, and will continue to require, significant time and resources. We may not be able to manage the integration process successfully and may experience a decline in our profitability as we incur expenses prior to fully realizing the benefits of the Acquisition. We have expended significant cash and incurred costs related to the Acquisition and its integration, and we may incur other unanticipated costs and liabilities associated with the Acquisition, such as legal claims, contractual obligations, security posture, costs related to claims of intellectual property infringement, organizational maturity and costs to comply with legal or regulatory requirements. We may not successfully integrate and leverage the technology and provide a unified offering or retain key personnel and maintain relationships with customers, partners and suppliers, and may be unable to achieve our expected results from the Acquisition, including our expectations regarding revenue growth, profitability, cash flow generation, accounting charges, tax liabilities, market expansion and technology enhancements.

Any of these issues could have a material adverse impact on our business, financial condition and results of operations and may result in a decline in the price of the Ordinary Shares.

Conditions in Israel, including the ongoing war between Israel and Hamas and other conflicts in the region, as well as political and economic instability, may adversely impact our business operations.

Our headquarters, certain members of our board of directors and management, most of our research and development activities, and other significant operations are located in Israel and may be impacted by regional instability and extreme security tension. Political, economic and security conditions in Israel and the surrounding region could directly affect our business. Any political instability, terrorism, armed conflicts, reserve mobilization, cyberattacks, boycotts, direct or indirect sanctions and restrictions, or any other hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our operations.

In October 2023, Hamas terrorists infiltrated Israel’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launched extensive rocket attacks on Israeli population and industrial centers. These attacks resulted in extensive deaths, injuries, and kidnapping of civilians and soldiers, as well as evacuations of tens of thousands of civilians from their homes. Following the attacks, Israel’s security cabinet declared war against Hamas and commenced a military campaign.

Since the commencement of these events, there have been additional and escalating active hostilities, including with the Hezbollah organization in Lebanon, Iran and its proxies in the region such as the Houthi movement. As a result of stepped-up attacks from Hezbollah, Israel has begun conducting a limited ground operation in Southern Lebanon, which has the potential to escalate into a wider regional conflict. In addition, Iran has directly targeted Israel with ballistic missiles and other weaponry. It is possible that these hostilities will further escalate into a greater, more severe regional conflict, and that additional terrorist organizations and, possibly, countries, will actively join the hostilities.

Further, as an Israeli company, there is heightened risk of cyberattacks on our and our supply chain’s IT networks by our adversaries in general, and more so as a result of a war. Although the current war has not materially impacted our business or operations as of the date of this filing, any escalation or expansion of the war could have a negative impact on both global and regional conditions and may adversely affect our business, financial condition, and results of operations.

Currently, the war has impacted the availability of a limited portion of our workforce in Israel in various ways – a small part of our workforce has been called to active duty, and others have been supporting friends or family members engaged in the war. If the situation escalates, additional employees may be called for service, and those called may be absent for an extended period of time. This may materially and adversely affect our business operations, including product development, information technology infrastructure, and our ability to meet our customers’ expectations, and could impact our competitive position and cause our sales to decrease.

The scope, intensity and duration of the current war are difficult to predict, as are the economic implications on our business and operations and on Israel’s economy in general. For example, these events may be intertwined with wider macroeconomic factors relating to a deterioration of Israel’s economic standing that may involve, for instance, a downgrade in Israel’s credit rating by rating agencies (such as the recent downgrades by Moody’s of its credit rating of Israel from A1 to Baa1, as well as the downgrade of its outlook rating from “stable” to “negative” and by S&P and Fitch of their credit rating of Israel from A+ to A). Any of these implications on Israel’s economy or financial conditions may have an adverse effect on our ability to effectively conduct our operations.

Moreover, the perception of Israel and Israeli companies by the global community (as represented, for example, by claims filed with the International Court of Justice (the “ICJ”), since the outbreak of the current war) may cause an increase in sanctions and other adverse measures against Israel, Israeli companies and their products and services. Additionally, there have been increased efforts by countries, activists and organizations to cause companies and consumers to boycott Israeli goods and services or otherwise restrict business with Israel and with Israeli companies, which may impact our ability to do business with our existing and potential customers. Such efforts, particularly if they become widespread, as well as current and future rulings and orders of international tribunals (including the ICJ) against Israel, could materially and adversely impact our business operations.

The hostilities with Hamas, Hezbollah, Iran and other organizations and countries have included and may include various methods of armed attacks that have already caused and may cause further damage to private and public facilities, infrastructure, utilities, and telecommunication networks. This may require the temporary closure of our offices or facilities or affect our employees’ ability to work, negatively impacting our operational capacity and disrupting supply chains that impact our ability to conduct business efficiently, thereby leading to increased costs associated with alternative solutions or contingency measures. Such attacks may also pose risks to the safety and effectiveness of our workforce and impair our ability to maintain business continuity, which would likely result in substantial direct and indirect costs that may not be recoverable from our commercial insurance. Although the Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot be assured that such government coverage will be maintained or that it will sufficiently cover our potential damages. Any losses or damages incurred by us could have a material adverse effect on our business.

Any of the foregoing implications on Israel’s security, business, economical or financial conditions may have an adverse effect on our business, our results of operations and our ability to raise additional funds or result in other negative impacts such as increased interest rates, currency fluctuations, inflation, civil unrest and volatility in securities markets, which could adversely affect the conditions in which we operate and potentially deter foreign investors and organizations from investing or transacting business with Israeli-based companies.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. These forward-looking statements are subject to risks and uncertainties and include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. Words or phrases such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “possible,” “potential,” “predict,” “project,” “target,” “should,” “will” and “would,” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements included or incorporated by reference in this prospectus include, but are not limited to, statements concerning our operations, cash flows, financial position and dividend policy.

Forward-looking statements appear in a number of places in this prospectus including, without limitation, in the sections titled “Operating and Financial Review and Prospects,” and “Information on the Company” included in our Annual Report on Form 20-F, which is incorporated by reference into this prospectus. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to:

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changes to the drivers of our growth and our ability to adapt our solutions to the information security market changes and demands;

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our ability to acquire new customers and maintain and expand our revenues from existing customers;

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our ability to find, complete, fully integrate or achieve the expected benefits of additional strategic acquisitions, including the Acquisition;

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intense competition within the information security market;

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real or perceived security vulnerabilities, gaps, or cybersecurity breaches of our, or our customers’ or partners’ systems, solutions or services;

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risks related to our compliance with privacy, data protection and artificial intelligence laws and regulations;

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fluctuation in our quarterly results of operations and our ability to successfully operate our business as a subscription company;

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our reliance on third-party cloud providers for our operations and software-as-a-service solutions;

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our ability to hire, train, retain and motivate qualified personnel;

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our ability to effectively execute our sales and marketing strategies;

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our ability to main successful relationships with channel partners, or if our channel partners fail to perform;

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risks related to sales made to government entities;

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prolonged economic uncertainties or downturns;

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our history of incurring net losses, our ability to generate sufficient revenue to achieve and sustain profitability and our ability to generate cash flow from operating activities;

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regulatory and geopolitical risks associated with our global sales and operations;

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risks related to intellectual property claims;

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fluctuations in currency exchange rates;

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the ability of our products to help customers achieve and maintain compliance with government regulations or industry standards;

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our ability to protect our proprietary technology and intellectual property rights;

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risks related to using third-party software, such as open-source software;

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risks related to share price volatility or activist shareholders;

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any failure to retain our “foreign private issuer” status or the risk that we may be classified, for U.S. federal income tax purposes, as a “passive foreign investment company”;

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risks related to our convertible notes, including the potential dilution to existing shareholders and our ability to raise the funds necessary to repurchase our convertible notes;

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changes in tax laws;

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our expectation to not pay dividends on our ordinary shares for the foreseeable future;

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risks related to our incorporation and location in Israel, including the ongoing war between Israel and Hamas and conflict in the region; and

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other economic, business, and/or competitive factors.

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “Risk Factors” in our Annual Report on Form 20-F incorporated by reference into this prospectus. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date thereof. We undertake no obligation to publicly revise any forward-looking statement to reflect new circumstances or events or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this prospectus.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date thereof and while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely on these statements.

Although we believe the expectations reflected in the forward-looking statements were reasonable at the time made, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should carefully consider the cautionary statements contained or referred to in this section in connection with the forward-looking statements contained in this prospectus and any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf.

USE OF PROCEEDS

All of the Ordinary Shares offered by the selling shareholder pursuant to this prospectus will be sold by the selling shareholder for its account. We will not receive any of the proceeds from such sales. We will pay certain expenses associated with the registration of the Ordinary Shares covered by this prospectus, as described in the section titled “Plan of Distribution.”

DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION

This section of the prospectus includes a description of the material terms of CyberArk’s amended and restated articles of association and of applicable Israeli law. The following description is intended as a summary only and does not constitute legal advice regarding those matters and should not be regarded as such. The description is qualified in its entirety by reference to the complete text of CyberArk’s amended and restated articles of association, which are included as an exhibit to the registration statement of which this prospectus forms a part. We urge you to read the full text of CyberArk’s amended and restated articles of association.

Share Capital

Our authorized share capital consists of 250 million ordinary shares, par value NIS 0.01 per share, of which 43,573,526 ordinary shares were issued and outstanding as of September 30, 2024.

Our board of directors may determine the issue prices and terms for such shares or other securities, and may further determine any other provision relating to such issue of shares or securities. We may also issue and redeem redeemable securities on such terms and in such manner as our board of directors shall determine.

As of September 30, 2024, we had five holders of record of our ordinary shares in the United States, including Cede & Co., the nominee of The Depository Trust Company. The number of record holders in the United States is not representative of the number of beneficial holders nor is it representative of where such beneficial holders are resident since many of these ordinary shares were held by brokers or other nominees.

All of our outstanding ordinary shares are validly issued, fully paid and non-assessable. Our ordinary shares are not redeemable and do not have any preemptive rights.

The following descriptions of share capital and provisions of our amended and restated articles of association are summaries and are qualified by reference to our amended and restated articles of association. A copy of our amended and restated articles of association is filed with the SEC as an exhibit to our registration statement, of which this prospectus forms a part.

Registration Number and Purposes of the Company

Our registration number with the Israeli Registrar of Companies is 51-229164-2. Our purpose, as set forth in article 3 of our amended and restated articles of association, is to engage in any lawful activity.

Voting Rights

All ordinary shares have identical voting and other rights in all respects.

Transfer of Shares

Our fully paid ordinary shares are issued in registered form and may be freely transferred under our amended and restated articles of association, unless the transfer is restricted or prohibited by another instrument, applicable law or the rules of a stock exchange on which the shares are listed for trade.

Election of Directors

Our ordinary shares do not have cumulative voting rights for the election of directors. As a result, the holders of a majority of the voting power represented at a shareholders meeting have the power to elect all of our directors.

Under our amended and restated articles of association, our board of directors must consist of not less than four but no more than nine directors, as may be fixed from time to time by our board of directors. Pursuant to our amended and restated articles of association, the vote required to appoint a director is a simple majority vote of holders of our voting shares, participating and voting at the relevant meeting. In addition, our directors are divided into three classes that are each elected at the third annual general meeting of our shareholders, in a staggered fashion (such that one class is elected each annual general meeting), and serve on our board of directors unless they are removed by a vote of 65% of the total voting power of our shareholders at a general meeting of our shareholders or upon the occurrence of certain events, in accordance with the Israeli Companies Law, 5759-1999 (the “Companies Law”) and our amended and restated articles of association. In addition, our amended and restated articles of association allow our board of directors to fill vacancies on the board of directors or to appoint new directors up to the maximum number of directors permitted under our amended and restated articles of association. Such directors serve for a term of office equal to the remaining period of the term of office of the directors(s) whose office(s) have been vacated or in the case of new directors, for a term of office according to the class to which such director was assigned upon appointment.

Dividend and Liquidation Rights

We may declare a dividend to be paid to the holders of our ordinary shares in proportion to their respective shareholdings. Under the Companies Law, dividend distributions are determined by the board of directors and do not require the approval of the shareholders of a company unless the company’s articles of association provide otherwise. Our amended and restated articles of association do not require shareholder approval of a dividend distribution and provide that dividend distributions may be determined by our board of directors.

Pursuant to the Companies Law, the distribution amount is limited to the greater of retained earnings or earnings generated over the previous two years, according to our then last reviewed or audited financial statements (less the amount of previously distributed dividends, if not reduced from the earnings), provided that the end of the period to which the financial statements relate is not more than six months prior to the date of the distribution. If we do not meet such criteria, then we may distribute dividends only with court approval; as a company listed on an exchange outside of Israel, however, court approval is not required if the proposed distribution is in the form of an equity repurchase, provided that we notify our creditors of the proposed equity repurchase and allow such creditors an opportunity to initiate a court proceeding to review the repurchase. If within 30 days such creditors do not file an objection, then we may proceed with the repurchase without obtaining court approval. In each case, we are only permitted to distribute a dividend if our board of directors and, if applicable, the court determines that there is no reasonable concern that payment of the dividend will prevent us from satisfying our existing and foreseeable obligations as they become due.

In the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of our ordinary shares in proportion to their shareholdings. This right, as well as the right to receive dividends, may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights that may be authorized in the future.

Exchange Controls

There are currently no Israeli currency control restrictions on remittances of dividends on our ordinary shares, proceeds from the sale of the ordinary shares or interest or other payments to non-residents of Israel, except for shareholders who are subjects of countries that are, or have been, in a state of war with Israel.

Registration Rights

The selling shareholder is entitled to certain registration rights under the terms of the Registration Rights Agreement, until the rights otherwise terminate pursuant to the terms of the Registration Rights Agreement. The registration of shares as a result of the following rights being exercised would enable the selling shareholder to trade these shares without restrictions under the Securities Act of 1933, as amended (the “Securities Act”), when the applicable registration statement is declared effective.

Piggyback Registration Statement

If we propose to register any shares or other securities under the Securities Act, subject to certain exceptions, the holders of registrable securities will be entitled to notice of the registration and to include their registrable securities in the registration. If our proposed registration involves an underwriting, the managing underwriter of such offering will have the right to limit the number of shares to be underwritten for reasons related to the marketing of the shares.

Form F-3 Registration Rights

Under the Registration Rights Agreement, we are required to effect a shelf registration statement on Form F-3 registering the Ordinary Shares received by the selling shareholder under the Merger Agreement and to keep such registration statement effective subject to the terms of the Registration Rights Agreement.

Expenses and Indemnification

Ordinarily, other than underwriting discounts and commissions, we will be required to pay all expenses incurred by us related to any registration effected pursuant to the exercise of these registration rights. These expenses may include all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of our counsel and the reasonable fees and disbursements of a counsel for the selling shareholder. Additionally, we have agreed to indemnify the selling shareholder for damages, and any legal or other expenses reasonably incurred, arising from or based upon any untrue statement of a material fact contained in any registration statement, an omission or alleged omission to state a material fact in any registration statement or necessary to make the statements therein not misleading, or any violation or alleged violation by the indemnifying party of securities laws, subject to certain exceptions.

Restrictions on Sales

Pursuant to the Registration Rights Agreement, the selling shareholder may not, without our prior written consent, sell, transfer or dispose of Ordinary Shares (i) in an amount that would exceed, in the aggregate but excluding any sale, transfer or disposition made in an underwritten offering, in any given week, 20% of the average weekly trading volume of our Ordinary Shares on Nasdaq, in the four weeks preceding such sale, transfer or disposition, or (ii) in any underwritten offering, in an amount that would exceed, in the aggregate, 50% of the selling shareholder’s Ordinary Shares subject to the Registration Rights Agreement as of its date.

Termination of Registration Rights

The registration rights terminate upon the earlier of (i) 18 months after the closing of the Acquisition, (ii) the date when the selling shareholder ceases to beneficially hold Ordinary Shares entitled to be registered under the Registration Right Agreement and (iii) upon written notice by the selling shareholder.

Shareholder Meetings

Under Israeli law, we are required to hold an annual general meeting of our shareholders once every calendar year that must be held no later than 15 months after the date of the previous annual general meeting. All meetings other than the annual general meeting of shareholders are referred to in our amended and restated articles of association as special general meetings. Our board of directors may call special general meetings whenever it sees fit, at such time and place, within or outside of Israel, as it may determine. In addition, the Companies Law provides that our board of directors is required to convene a special general meeting upon the written request of (i) any two or more of our directors, (ii) one-quarter or more of the serving members of our board of directors, or (iii) as a company listed on an exchange in the U.S., one or more shareholders holding, in the aggregate, either (a) 10% or more of our outstanding issued shares and 1% or more of our outstanding voting power or (b) 10% or more of our outstanding voting power.

Under Israeli law, one or more shareholders holding at least 1% of the voting rights at the general meeting of shareholders may request that the board of directors include a matter in the agenda of a general meeting of shareholders to be convened in the future, provided that it is appropriate to discuss such a matter at the general meeting; however, in order to nominate a new candidate for the position of director, the shareholder in question must hold at least 5% of the voting rights. Our articles of association contain procedural guidelines and disclosure items with respect to the submission of shareholder proposals for general meetings.

Subject to the provisions of the Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote at general meetings are the shareholders of record on a date to be decided by the board of directors, which, as a company listed on an exchange outside Israel, may be between four and 60 days prior to the date of the meeting. Furthermore, the Companies Law requires that resolutions regarding the following matters must be passed at a general meeting of our shareholders:

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amendments to our articles of association (in addition to the approval by our board of directors, as required pursuant to our amended and restated articles of association);

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appointment, termination or the terms of service of our auditors;

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appointment of external directors (if applicable);

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approval of certain related party transactions;

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increases or reductions of our authorized share capital;

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a merger; and

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the exercise of our board of director’s powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our proper management.

The Companies Law requires that a notice of any annual general meeting or special general meeting be provided to shareholders at least 21 days prior to the meeting and if the agenda of the meeting includes, among other things, the appointment or removal of directors, the approval of transactions with office holders or interested or related parties or the approval of a merger, notice must be provided at least 35 days prior to the meeting. Under the Companies Law and our amended and restated articles of association, shareholders are not permitted to take action by way of written consent in lieu of a meeting.

Quorum

Pursuant to our amended and restated articles of association, holders of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote before the shareholders at a general meeting. The quorum required for our general meetings of shareholders consists of at least two shareholders present in person, by proxy or written ballot, who hold or represent between them at least one third of the total outstanding voting rights, within half an hour of the time fixed for the commencement of the meeting. A meeting adjourned for lack of a quorum shall be adjourned to the same day in the next week, at the same time and place, to such day and at such time and place as indicated in the notice to such meeting, or to such day and at such time and place as the chairperson of the meeting shall determine. At the reconvened meeting, any number of shareholders present in person or by proxy shall constitute a quorum, unless a meeting was called pursuant to a request by our shareholders, in which case the quorum required is one or more shareholders present in person or by proxy and holding the number of shares required to call the meeting as described under “—Shareholder Meetings.”

Vote Requirements

Our amended and restated articles of association provide that all resolutions of our shareholders require a simple majority vote, unless otherwise required by the Companies Law or by our amended and restated articles of association. Under the Companies Law, certain actions require a special majority, including: (i) the approval of an extraordinary transaction with a controlling shareholder or in which the controlling shareholder has a personal interest, (ii) the terms of employment or other engagement of a controlling shareholder of the company or a controlling shareholder’s relative (even if such terms are not extraordinary) and (iii) approval of certain compensation-related matters require the approval described under “Item 6. Directors, Senior Management and Employees—Board Practices—Compensation Committee” in our Annual Report on Form 20-F for the year ended December 31, 2023 incorporated by reference herein. Under our amended and restated articles of association, the alteration of the rights, privileges, preferences or obligations of any class of our shares (to the extent there are classes other than ordinary shares) may require a simple majority of the class so affected (or such other percentage of the relevant class that may be set forth in the governing documents relevant to such class), in addition to the ordinary majority vote of all classes of shares voting together as a single class at a shareholder meeting.

Our amended and restated articles of association also provide that the removal of any director from office or the amendment of such provision, and certain other provisions regarding our staggered board, shareholder proposals and the size of our board require the vote of at least 65% of the total voting power of our shareholders. Another exception to the simple majority vote requirement is a resolution for the voluntary winding up, or an approval of a scheme of arrangement or reorganization, of the company pursuant to Section 350 of the Companies Law, which requires the approval of a majority of the holders holding at least 75% of the voting rights represented at the meeting and voting on the resolution.

Access to Corporate Records

Under the Companies Law, shareholders are provided access to: minutes of our general meetings; our shareholders register and principal shareholders register, articles of association and annual financial statements, certain other documents as provided in the Companies Law, and any document that we are required by law to file publicly with the Israeli Companies Registrar or the Israel Securities Authority. In addition, shareholders may request to be provided with any document related to an action or transaction requiring shareholder approval under the related party transaction provisions of the Companies Law. We may deny this request if we believe it has not been made in good faith or if such denial is necessary to protect our interest or protect a trade secret or patent.

Acquisitions under Israeli law

Full Tender Offer

A person wishing to acquire shares of an Israeli public company and who would as a result hold over 90% of the target company’s issued and outstanding share capital or that of a certain class of shares is required by the Companies Law to make a tender offer to all of the company’s shareholders or the shareholders who hold shares of the relevant class for the purchase of all of the issued and outstanding shares of the company or of the same class, as applicable.

If the shareholders who do not accept the offer hold less than 5% of the issued and outstanding share capital of the company or of the applicable class of shares, and more than half of the shareholders who do not have a personal interest in the offer accept the offer, all of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation of law. However, a tender offer will also be accepted if the shareholders who do not accept the offer hold less than 2% of the issued and outstanding share capital of the company or of the applicable class of shares.

If the tender offer was not accepted, the acquirer may not acquire shares of the company that will increase its holdings to more than 90% of the company’s issued and outstanding share capital or of the applicable class from shareholders who accepted the tender offer.

Special Tender Offer

The Companies Law provides that an acquisition of shares of an Israeli public company must be made by means of a special tender offer if, as a result of the acquisition, the purchaser would become a holder of 25% or more of the voting rights in the company. This requirement does not apply if there is already another holder of at least 25% of the voting rights in the company. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by means of a special tender offer if as a result of the acquisition the purchaser would become a holder of more than 45% of the voting rights in the company, if there is no other shareholder of the company who holds more than 45% of the voting rights in the company, subject to certain exceptions. These requirements do not apply if the acquisition occurs in the context of a private placement approved by the general meeting as a private offering whose purpose is to give the acquirer at least 25% or 45% or more, as the case may be. A special tender offer may be consummated only if (i) at least 5% of the voting power attached to the company’s outstanding shares will be acquired by the offeror and (ii) the special tender offer is accepted by a majority of the votes of those offerees who gave notice of their position in respect of the offer; in counting the votes of offerees, the votes of a holder of control in the offeror, a person who has personal interest in acceptance of the special tender offer, holders of 25% or more of the voting rights in the company or anyone on their behalf, including their relatives and entities controlled by them, will not be taken into account.

Merger

The Companies Law permits merger transactions if approved by each party’s board of directors and, unless certain requirements described under the Companies Law are met, by a majority vote of each party’s shareholders.

For purposes of the shareholder vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of the votes of shares represented at the shareholders meeting that are held by parties other than the other party to the merger, or by any person (or group of persons acting in concert) who holds (or hold, as the case may be) 25% or more of the voting rights or the right to appoint 25% or more of the directors of the other party, vote against the merger. If, however, the merger involves a merger with a company’s own controlling shareholder or if the controlling shareholder has a personal interest in the merger, then the merger is instead subject to the same special majority approval that governs all extraordinary transactions with controlling shareholders (as described under “Item 6. Directors, Senior Management and Employees—Board Practices—Approval of Related Party Transactions under Israeli Law—Disclosure of Personal Interests of Controlling Shareholders and Approval of Certain Transactions” in our most recently filed Annual Report on Form 20-F).

If the transaction would have been approved by the shareholders of a merging company but for the separate approval of each class or the exclusion of the votes of certain shareholders as provided above, a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the value of the parties to the merger and the consideration offered to the shareholders of the company.

Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations of the merging entities, and may further give instructions to secure the rights of creditors.

In addition, a merger may not be consummated unless at least 50 days have passed from the date on which a proposal for approval of the merger was filed by each party with the Israeli Registrar of Companies and at least 30 days have passed from the date on which the merger was approved by the shareholders of each party.

Borrowing Powers

Pursuant to the Companies Law and our amended and restated articles of association, our board of directors may exercise all powers and take all actions that are not required under law or under our amended and restated articles of association to be exercised or taken by our shareholders, including the power to borrow money for company purposes.

Changes in Capital

We may, from time to time, by a resolution of our shareholders, increase our authorized share capital by the creation of new shares. Any such increase shall be in such amount and shall be divided into shares of such nominal amounts, and such shares shall confer such rights and preferences, and shall be subject to such restrictions, as such resolution shall provide. Except to the extent otherwise provided in such resolution, any new shares included in the authorized share capital increased as aforesaid shall be subject to all the provisions of our amended and restated articles of association which are applicable to shares of such class included in the existing share capital without regard to class (and, if such new shares are of the same class as a class of shares included in the existing share capital, to all of the provisions which are applicable to shares of such class included in the existing share capital).

We may, from time to time, by a resolution of our shareholders, provide for shares with such preferred or deferred rights or other special rights and/or such restrictions, whether in regard to dividends, voting, repayment of share capital or otherwise, as may be stipulated in such resolution.

If at any time our share capital is divided into different classes of shares, the rights attached to any such class, unless otherwise provided by our amended and restated articles of association, may be modified or cancelled by the Company by a resolution of a general meeting of the shareholders holding all shares as one class, without any required separate resolution of any class of shares.

We may, by or pursuant to an authorization of a resolution of our shareholders:

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consolidate all or any part of our issued or unissued authorized share capital into shares of a per share nominal value which is larger, equal to or smaller than the per share nominal value of our existing shares;

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divide or sub-divide our shares (issued or unissued) or any of them, into shares of smaller or the same nominal value, and the resolution whereby any share is divided may determine that, as among the holders of the shares resulting from such subdivision, one or more of the shares may, in contrast to others, have any such preferred or deferred rights or rights of redemption or other special rights, or be subject to any such restrictions, as we may attach to unissued or new shares;

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cancel any shares which, at the date of the adoption of such resolution, have not been taken or agreed to be taken by any person, and reduce the amount of our share capital by the amount of the shares so canceled; or

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reduce our share capital in any manner.

Exclusive Forum

Our amended and restated articles of association provide that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both U.S. state and federal courts have jurisdiction to entertain such claims. This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees and may increase the costs associated with such lawsuits, which may discourage such lawsuits against us and our directors, officers and employees. Alternatively, if a court were to find these provisions of our amended and restated articles of association inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business and financial condition. Any person or entity purchasing or otherwise acquiring any interest in our share capital shall be deemed to have notice of and to have consented to the choice of forum provisions of our amended and restated articles of association described above. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction.

Our amended and restated articles of association also provide that unless we consent in writing to the selection of an alternative forum, the competent courts in Tel Aviv, Israel shall be the exclusive forum for any derivative action or proceeding brought on behalf of the Company, any action asserting a breach of a fiduciary duty owed by any of our directors, officers or other employees to the Company or our shareholders or any action asserting a claim arising pursuant to any provision of the Companies Law or the Israeli Securities Law, 1968.

Certain Insider Trading and Market Manipulation Laws

U.S. law contains rules intended to prevent insider trading and market manipulation. The following is a general description of those laws as such laws exist as of the date of this document and should not be viewed as legal advice for specific circumstances. In connection with listing on Nasdaq, we adopted an insider trading policy. This policy provides for, among other things, rules on transactions by members of our board of directors and employees in our Ordinary Shares or in financial instruments the value of which is determined by the value of the Ordinary Shares.

United States

The United States securities laws generally prohibit any person from trading in a security while in possession of material, non-public information or assisting someone who is engaged in doing the same. The insider trading laws cover not only those who trade based on material, non-public information, but also those who disclose material non-public information to others who might trade on the basis of that information (known as “tipping”). A “security” includes not just equity securities, but any security (e.g., derivatives). Thus, our board of directors, officers and other employees may not purchase or sell our shares or other securities when they are in possession of material, non-public information about CyberArk (including our business, prospects or financial condition), nor may they tip any other person by disclosing material, non-public information about CyberArk.

Transfer Agent

The Ordinary Shares are listed on Nasdaq in book-entry form and such Ordinary Shares, through the transfer agent, will not be certificated. We appointed Equiniti Trust Company, LLC as our agent in New York to maintain our shareholders’ register and to act as transfer agent and registrar. Its address is 6201 15th Avenue, Brooklyn, New York, 11219, and its telephone number is (800) 937-5449.

Listing of Shares

Our Ordinary Shares are listed on Nasdaq under the symbol “CYBR.” Beneficial interests in the Ordinary Shares that are traded on Nasdaq are held through the electronic book-entry system provided by The Depository Trust Company, or DTC. Each person holding Ordinary Shares held through DTC must rely on the procedures thereof and on institutions that have accounts therewith to exercise any rights of a holder of the Ordinary Shares.

SELLING SHAREHOLDER

This prospectus relates to the possible offer and sale from time to time of up to 2,285,076 Ordinary Shares by the selling shareholder. The selling shareholder acquired Ordinary Shares pursuant to the Merger Agreement.

The selling shareholder may from time to time offer and sell any or all of the Ordinary Shares set forth below pursuant to this prospectus, subject to certain limitations provided in the Registration Rights Agreement. When we refer to the “selling shareholder” in this prospectus, we mean the person listed in the table below.

The following table is prepared based on information provided to us by the selling shareholder. It sets forth the name and address of the selling shareholder, the aggregate number of Ordinary Shares that the selling shareholder may offer pursuant to this prospectus, and the beneficial ownership of the selling shareholder both before and after the offering. We have based percentage ownership prior to this offering on 43,573,526 Ordinary Shares outstanding as of September 30, 2024.

The individuals and entities listed below have beneficial ownership over their respective securities. The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days after that date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, Ordinary Shares subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person.

We cannot advise you as to whether the selling shareholder will in fact sell any or all of such Ordinary Shares. In addition, the selling shareholder may sell, transfer or otherwise dispose of, at any time and from time to time, the Ordinary Shares in transactions exempt from the registration requirements of the Securities Act after the date of this prospectus, subject to applicable law.

Selling shareholder information for each additional selling shareholder, if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such selling shareholder’s securities pursuant to this prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in this prospectus, including the identity of each selling shareholder and the number of Ordinary Shares registered on its behalf. A selling shareholder may sell all, some or none of such securities in this offering. See the section titled “Plan of Distribution.”

Name of Selling Shareholder	Ordinary Shares Beneficially Owned Prior to the Offering					Ordinary Shares Being Offered Hereby		Ordinary Shares Beneficially Owned After the Offering⁽¹⁾
	Number		Percentage					Number		Percentage
Triton Seller, LP⁽²⁾		2,285,076		5.24	%		2,285,076		—		—

(1)	Assumes the selling shareholder sells all of the Ordinary Shares that may be offered from time to time pursuant to this prospectus.

(2)

Thoma Bravo UGP, LLC (“Thoma Bravo UGP”) is the ultimate general partner of certain investment funds affiliated with Thoma Bravo UGP (the “Thoma Bravo Funds”), and the Thoma Bravo Funds and certain unaffiliated investors are limited partners of the selling shareholder. By virtue of the relationships described in this footnote, Thoma Bravo UGP may be deemed to beneficially own the Ordinary Shares directly owned by the selling shareholder. The principal address of each of the foregoing entities is c/o Thoma Bravo, L.P., 110 N. Wacker Drive, 32nd Floor, Chicago, IL 60606.

CERTAIN TAX CONSIDERATIONS

Certain Material U.S. Federal Income Tax Consequences

The following discussion is a summary of certain material U.S. federal income tax consequences to U.S. Holders (as defined below) of the purchase, ownership and disposition of Ordinary Shares and does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local, or non-U.S. tax laws are not discussed. This discussion is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a U.S. Holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences discussed below.

This summary applies only to U.S. Holders that acquire Ordinary Shares in exchange for cash pursuant to this prospectus and that hold Ordinary Shares as capital assets within the meaning of Section 1221 of the Code. This discussion does not address all U.S. federal income tax consequences that may be relevant to a U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address all U.S. federal income tax consequences relevant to holders subject to special rules, including, without limitation:

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regulated investment companies or real estate investment trusts;

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brokers, dealers, or traders in securities;

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tax-exempt organizations or governmental organizations;

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U.S. expatriates and former citizens or long-term residents of the United States;

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persons that are resident or ordinarily resident in or have a permanent establishment in a jurisdiction outside the United States;

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persons subject to alternative minimum tax;

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persons holding Ordinary Shares as part of a hedge, straddle, constructive sale, or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

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banks, insurance companies, and other financial institutions;

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persons subject to special tax accounting rules as a result of any item of gross income with respect to Ordinary Shares being taken into account in an applicable financial statement;

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persons that actually or constructively own 10% or more (by vote or value) of our stock;

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S corporations, partnerships or other entities or arrangements treated as partnerships or other flow-through entities for U.S. federal income tax purposes (and investors therein);

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U.S. Holders whose functional currency is not the U.S. dollar;

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persons who hold or received Ordinary Shares pursuant to the exercise of any employee stock option or otherwise as compensation; and

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tax-qualified retirement plans.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Ordinary Shares, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership, and certain determinations made at the partner level. Accordingly, partnerships holding Ordinary Shares and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP, AND DISPOSITION OF THE ORDINARY SHARES ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL, OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a U.S. Holder

For purposes of this discussion, a “U.S. Holder” is any beneficial owner of Ordinary Shares that is for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation (or other entity taxable as a corporation) created or organized under the laws of the United States, any state thereof, or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

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a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

U.S. Holders

Distributions on Ordinary Shares

Subject to the discussion below under “—Passive Foreign Investment Company Rules,” if CyberArk makes distributions of cash or property on the Ordinary Shares, the gross amount of such distributions (including any amount of foreign taxes withheld) to a U.S. Holder will generally be treated for U.S. federal income tax purposes first as a dividend to the extent of CyberArk’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), and then as a tax-free return of capital to the extent of the U.S. Holder’s tax basis in the Ordinary Shares, with any excess treated as capital gain from the sale or exchange of the shares. Because CyberArk does not expect to maintain calculations of its earnings and profits under U.S. federal income tax principles, a U.S. Holder should expect all cash distributions to be reported as dividends for U.S. federal income tax purposes. Any dividend will not be eligible for the dividends received deduction allowed to corporations in respect of dividends received from U.S. corporations.

Dividends received by certain non-corporate U.S. Holders (including individuals) may be “qualified dividend income,” which is taxed at the lower applicable capital gains rates, provided that:

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either (a) the Ordinary Shares are readily tradable on an established securities market in the United States, or (b) CyberArk is eligible for the benefits of a qualifying income tax treaty with the United States that includes an exchange of information program;

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CyberArk is neither a PFIC (as discussed below under “—Passive Foreign Investment Company Rules”) nor treated as such with respect to a U.S. Holder in CyberArk’s taxable year in which the dividend is paid or the preceding taxable year;

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the U.S. Holder satisfies certain holding period requirements; and

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the U.S. Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property.

U.S. Treasury Department guidance indicates that the Ordinary Shares, which are listed on the Nasdaq, are readily tradable on an established securities market in the United States. Thus, CyberArk believes that any dividends that it pays on the Ordinary Shares will be potentially eligible for the lower tax rates. U.S. Holders should consult their tax advisors regarding the availability of the lower tax rates for dividends paid with respect to Ordinary Shares.

Subject to certain complex conditions and limitations (including a minimum holding period requirement), any foreign withholding taxes on dividends (at a rate not exceeding any applicable treaty rate) may be treated as foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability. For this purpose, dividends distributed by CyberArk with respect to the Ordinary Shares generally will constitute foreign source income and “passive category income”, which may be relevant in calculating a U.S. Holder’s foreign tax credit limitation. Final Treasury regulations (the “Foreign Tax Credit Regulations”) have imposed additional requirements for foreign taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. However, recent notices from the IRS (the “Notices”) indicate that the U.S. Department of the Treasury and the IRS are considering proposing amendments to such Treasury regulations and allow, subject to certain conditions, taxpayers to defer the application of many aspects of such Treasury regulations until the date when a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). In addition, for periods in which CyberArk is a “United States-owned foreign corporation,” a portion of dividends (generally attributable to earnings and profits from sources within the United States) paid by CyberArk may be treated as U.S. source solely for purposes of the foreign tax credit. A United States-owned foreign corporation is any foreign corporation if 50% or more of the total value or total voting power of its stock is owned, directly, indirectly or by attribution, by United States persons. We believe that CyberArk may be treated as a United States-owned foreign corporation. As a result, if 10% or more of its earnings and profits are attributable to sources within the United States, a portion of the dividends paid on Ordinary Shares allocable to United States source earnings and profits may be treated as United States source for purposes of the foreign tax credit. In such event, subject to relief under an applicable income tax treaty, a U.S. Holder may not be able to offset any foreign withholding taxes withheld as a credit against United States federal income tax imposed on that portion of dividends.

If such dividends are qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by a fraction, the numerator of which is the reduced rate applicable to qualified dividend income and the denominator of which is the highest rate of tax normally applicable to dividends. Instead of claiming a foreign tax credit, a U.S. Holder may be able to deduct any foreign withholding taxes on dividends in computing such U.S. Holder’s taxable income, subject to generally applicable limitations under U.S. law (including that a U.S. Holder is not eligible for a deduction for foreign income taxes paid or accrued in a taxable year if such U.S. Holder claims a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year). The rules governing the foreign tax credit and deductions for foreign taxes are complex. U.S. Holders should consult their tax advisors regarding the availability of the foreign tax credit or a deduction under their particular circumstances, including the effects of any applicable income tax treaty.

Sale, Exchange, Redemption or Other Taxable Disposition of Ordinary Shares.

Subject to the discussion below under “—Passive Foreign Investment Company Rules,” a U.S. Holder generally will recognize gain or loss on any sale, exchange, redemption or other taxable disposition of Ordinary Shares in an amount equal to the difference between (i) the amount realized on the disposition and (ii) such U.S. Holder’s adjusted tax basis in such Ordinary Shares. Any gain or loss recognized by a U.S. Holder on a taxable disposition of Ordinary Shares generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder had a holding period in the Ordinary Shares of more than one year. A non-corporate U.S. Holder, including an individual, who has held the Ordinary Shares for more than one year generally will be eligible for reduced tax rates for such long-term capital gains. The deductibility of capital losses is subject to limitations.

Any such gain or loss recognized generally will be treated as U.S. source gain or loss. Accordingly, in the event any foreign tax (including withholding tax) is imposed upon the sale, exchange, redemption or other taxable disposition of Ordinary Shares, a U.S. Holder may not be able to utilize foreign tax credits unless such U.S. Holder has foreign source income or gain in the same category from other sources. In addition, subject to the Notices (as described above), any foreign taxes on disposition gains are likely not creditable under the Foreign Tax Credit Regulations unless a U.S. Holder is eligible for and elects the benefits of an applicable income tax treaty. U.S. Holders are urged to consult their tax advisors regarding the U.S. federal income tax implications of any foreign taxes imposed on disposition gains in their particular circumstances, including creditability, deductibility and determination of the amount realized as well as the application of any applicable income tax treaty to such U.S. Holder’s particular circumstances.

Passive Foreign Investment Company Rules

CyberArk will be classified as a passive foreign investment company (a “PFIC”), within the meaning of Section 1297 of the Code, for any taxable year if either: (a) at least 75% of its gross income is “passive income” for purposes of the PFIC rules or (b) at least 50% of the value of its assets (generally determined on the basis of a quarterly average) is attributable to assets that produce or are held for the production of passive income. For this purpose, CyberArk will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation in which it owns, directly or indirectly, 25% or more (by value) of the stock. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains.

Under the PFIC rules, if CyberArk were considered a PFIC at any time that a U.S. Holder owns Ordinary Shares, CyberArk would continue to be treated as a PFIC with respect to such investment by such U.S. Holder unless (i) CyberArk ceases to be a PFIC and (ii) such U.S. Holder makes a “deemed sale” election under the PFIC rules.

Based on the recent, current and anticipated composition of the income, assets and operations of CyberArk and its subsidiaries, CyberArk does not expect to be treated as a PFIC in the current taxable year. This is a factual determination, however, that depends on, among other things, the composition of the income and assets, and the market value of the shares and assets, of CyberArk and its subsidiaries from time to time as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations. Thus, the determination can only be made annually after the close of each taxable year. Furthermore, because the value of CyberArk’s gross assets is likely to be determined in part by reference to its market capitalization, a decline in the value of the Ordinary Shares may result in CyberArk becoming a PFIC. Accordingly, there can be no assurances that CyberArk will not be classified as a PFIC for the current taxable year or for any future taxable year.

If CyberArk is considered a PFIC at any time that a U.S. Holder owns Ordinary Shares, any gain such U.S. Holder recognizes on a sale or other disposition of the Ordinary Shares, as well as the amount of any “excess distribution” (defined below) such U.S. Holder receives, would be allocated ratably over such U.S. Holder’s holding period for the Ordinary Shares. The amounts allocated to the taxable year of the sale or other disposition (or the taxable year of receipt, in the case of an excess distribution) and to any year before CyberArk became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed. For purposes of these rules, distributions on the Ordinary Shares that are received in a taxable year by a U.S. Holder will be treated as excess distributions to the extent that they exceed 125% of the average of the annual distributions on the Ordinary Shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter.

Under certain attribution rules, if CyberArk were considered a PFIC, U.S. Holders may be deemed to own their proportionate share of equity in any PFIC owned by CyberArk (“lower-tier PFICs”), and generally will be subject to U.S. federal income tax in the manner discussed above on (1) a distribution to CyberArk on the shares of a lower-tier PFIC and (2) a disposition by CyberArk of shares of a lower-tier PFIC, both as if the U.S. Holder directly held the shares of such lower-tier PFIC.

Certain elections may be available that would result in alternative treatments (such as qualified electing fund treatment or mark-to-market treatment) of the Ordinary Shares if CyberArk is considered a PFIC. CyberArk does not intend to provide the information necessary for U.S. Holders of Ordinary Shares to make qualified electing fund elections, which, if available, would result in tax treatment different from the general tax treatment for an investment in a PFIC described above. In addition, because a mark-to-market election with respect to CyberArk generally does not apply to any equity interests in lower-tier PFICs owned by CyberArk, a U.S. Holder generally will continue to be subject to the PFIC rules with respect to its indirect interest in any investments held by CyberArk that are treated as equity interests in a PFIC for U.S. federal income tax purposes.

If CyberArk is considered a PFIC at any time that a U.S. Holder owns Ordinary Shares, such a U.S. Holder would generally also be subject to annual information reporting requirements. Failure to comply with such information reporting requirements may result in significant penalties and may suspend the running of the statute of limitations.

U.S. Holders should consult their tax advisors about the potential application of the PFIC rules to an investment in Ordinary Shares.

Information Reporting and Backup Withholding

Information reporting requirements may apply to distributions received by U.S. Holders of Ordinary Shares, and the proceeds received by U.S. Holders on the sale or other taxable the disposition of Ordinary Shares effected within the United States (and, in certain cases, outside the United States), in each case other than for U.S. Holders that are exempt recipients (such as corporations). Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. Holder is not an exempt recipient and fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the applicable withholding agent) and to certify that it is not subject to backup withholding. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding generally may be credited against the taxpayer’s U.S. federal income tax liability, and a taxpayer may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information.

Additional Information Reporting Requirements

Certain U.S. Holders who are individuals (and certain entities) that hold an interest in “specified foreign financial assets” (which may include the Ordinary Shares) are required to report information relating to such assets, subject to certain exceptions (including an exception for Offer Shares held in accounts maintained by certain financial institutions). U.S. Holders should consult their tax advisors regarding the applicability of these requirements to their acquisition and ownership of Ordinary Shares, and the significant penalties for non-compliance.

The above description is not intended to constitute a complete analysis of all tax consequences relating to acquisition, ownership and disposition of the Ordinary Shares. Prospective investors should consult their tax advisors concerning the tax consequences to them of an investment in the Ordinary Shares.

Material Israeli Tax Considerations

The following is a brief summary of the material Israeli tax laws applicable to us, and certain Israeli Government programs that benefit us. To the extent that the discussion is based on new tax legislation that has not yet been subject to substantive judicial or administrative interpretation, we cannot provide assurance that the appropriate tax authorities or the courts will accept the views expressed in this discussion. The discussion below is subject to change, including due to amendments under Israeli law or changes to the applicable judicial or administrative interpretations of Israeli law, which could affect the tax consequences described below.

General Corporate Tax Structure in Israel

Ordinary taxable income is subject to a corporate tax rate of 23% as of 2018. However, the effective tax rate payable by a company that derives income from an Approved Enterprise, a Benefited Enterprise, a Preferred Enterprise or a Preferred Technology Enterprise (as discussed below) may be considerably lower. Capital gains derived by an Israeli company are generally subject to tax at the prevailing ordinary corporate tax rate.

Tax Benefits for Research and Development

Israeli tax law allows, under certain conditions, a tax deduction for research and development expenditures, including capital expenditures, for the year in which they are incurred. Expenditures are deemed related to scientific research and development projects, if:

the expenditures are approved by the relevant Israeli government ministry, determined by the field of research;

the research and development is for the promotion or development of the company; and

the research and development is carried out by or on behalf of the company seeking the deduction.

However, the amount of such deductible expenses shall be reduced by the sum of any funds received through government grants for the finance of such scientific research and development projects. No deduction under these research and development deduction rules is allowed if such deduction is related to an expense invested in an asset depreciable under the general depreciation rules of the Ordinance. Expenditures not so approved are deductible over a three-year period from the first year that the expenditures were made if the research or development is for the promotion or development of the company.

Law for the Encouragement of Industry (Taxes), 5729-1969

The Law for the Encouragement of Industry (Taxes), 5729-1969, generally referred to as the Industry Encouragement Law, provides several tax benefits for “Industrial Companies.”

The Industry Encouragement Law defines an “Industrial Company” as an Israeli resident company which was incorporated in Israel, of which 90% or more of its income in any tax year, other than income from certain government loans, is derived from an “Industrial Enterprise” owned by it and located in Israel or in the “Area”, in accordance with the definition in the section 3A of the Israeli Income Tax Ordinance (New Version) 1961 (the “Ordinance”). An “Industrial Enterprise” is defined as an enterprise which is held by an Industrial Company whose principal activity in a given tax year is industrial production.

The following tax benefits, among others, are available to Industrial Companies:

amortization of the cost of purchased know-how, patents and rights to use a patent and know-how which are used for the development or promotion of the Industrial Enterprise, over an eight-year period commencing on the year in which such rights were first exercised;

under limited conditions, an election to file consolidated tax returns together with Israeli Industrial Companies controlled by it; and

expenses related to a public offering of shares in a stock exchange are deductible in equal amounts over three years commencing on the year of offering.

Eligibility for benefits under the Industry Encouragement Law is not contingent upon the approval of any governmental authority. We believe that we generally qualify as an Industrial Company within the meaning of the Industry Encouragement Law. The Israel Tax Authority may determine that we do not qualify as an Industrial Company, which could entail our loss of the benefits that relate to this status. There can be no assurance that we will continue to qualify as an Industrial Company or that the benefits described above will be available in the future.

Law for the Encouragement of Capital Investments, 5719-1959

The Law for the Encouragement of Capital Investments, 5719-1959, generally referred to as the Investment Law, provides certain incentives for capital investments in production facilities (or other eligible assets) by “Industrial Enterprises” (as defined under the Investment Law).

The Investment Law was significantly amended effective April 1, 2005 (the “2005 Amendment”), further amended as of January 1, 2011 (the “2011 Amendment”), and further amended as of January 1, 2017 (the “2017 Amendment”). Pursuant to the 2005 Amendment, tax benefits granted in accordance with the provisions of the Investment Law prior to its revision by the 2005 Amendment remain in force but any benefits granted subsequently are subject to the provisions of the 2005 Amendment. Similarly, the 2011 Amendment introduced new benefits to replace those granted in accordance with the provisions of the Investment Law in effect prior to the 2011 Amendment. However, companies entitled to benefits under the Investment Law as in effect prior to January 1, 2011 were entitled to choose to continue to enjoy such benefits, provided that certain conditions are met, or elect instead, irrevocably, to forego such benefits and have the benefits of the 2011 Amendment apply. The 2017 Amendment introduced new benefits for Technological Enterprises which meet certain conditions, alongside the existing tax benefits.

Tax Benefits Prior to the 2005 Amendment

An investment program that is implemented in accordance with the provisions of the Investment Law prior to the 2005 Amendment, referred to as an “Approved Enterprise”, is entitled to certain benefits. A company that wished to receive benefits as an Approved Enterprise must have received approval from the Israeli Authority for Investments and Development of the Industry and Economy (the “Investment Center”). Each certificate of approval for an Approved Enterprise relates to a specific investment program, delineated both by the financial scope of the investment, including sources of funds, and by the physical characteristics of the facility or other assets.

The tax benefits available under any certificate of approval relate only to taxable income attributable to the specific program and are contingent upon meeting the criteria set out in such certificate. Income derived from activity that is not integral to the activity of the Approved Enterprise will not enjoy tax benefits.

The tax benefits under the alternative benefits track include an exemption from corporate tax on undistributed income which was generated from an Approved Enterprise for between two and ten years from the first year of taxable income, depending on the geographic location of the Approved Enterprise facility within Israel, and the taxation of income generated from an Approved Enterprise at a reduced corporate tax rate of between 10% to 25% for the remainder of the benefits period, depending on the level of foreign investment in the company in each year, as detailed below.

In addition, a company that has an Approved Enterprise program is eligible for further tax benefits if it qualifies as a Foreign Investors’ Company (FIC), which is a company with a level of foreign investment, as defined in the Investment Law, of more than 25%.

If a company elects the alternative benefits track and subsequently distributes a dividend out of income derived by its Approved Enterprise during the tax exemption period it will be subject to corporate tax in respect of the amount of the distributed dividend (grossed-up to reflect the pre-tax income that it would have had to earn in order to distribute the dividend) at the corporate tax rate which would have been otherwise applicable if such income had not been tax-exempted under the alternative benefits track. This rate generally ranges from 10% to 25%, depending on the level of foreign investment in the company in each year, as mentioned above. In addition, dividends paid out of income attributed to an Approved Enterprise (or out of dividends received from a company whose income is attributed to an Approved Enterprise) are generally subject to withholding tax at source at the rate of 15% (in the case of non-Israeli shareholders – subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate, 15%, or at a lower rate as provided under an applicable tax treaty). The 15% tax rate is limited to dividends and distributions out of income derived during the benefits period and actually paid at any time up to 12 years thereafter. After this period, the withholding tax is applied at a rate of up to 30%, or at the lower rate under an applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). In the case of a FIC, the 12-year limitation on reduced withholding tax on dividends does not apply.

The benefits available to an Approved Enterprise are subject to the continued fulfillment of conditions stipulated in the Investment Law and its regulations and the criteria in the specific certificate of approval, as described above. If a company does not meet these conditions, it would be required to refund the amount of tax benefits, adjusted to the Israeli consumer price index, and interest, or other monetary penalties.

Tax Benefits Subsequent to the 2005 Amendment

The 2005 Amendment applies to new investment programs commencing after 2004 but does not apply to investment programs approved prior to April 1, 2005. The 2005 Amendment provides that terms and benefits included in any certificate of approval that was granted before the 2005 Amendment became effective (April 1, 2005) will remain subject to the provisions of the Investment Law as in effect on the date of such approval. Pursuant to the 2005 Amendment, the Investment Center will continue to grant Approved Enterprise status to qualifying investments. The 2005 Amendment, however, limits the scope of enterprises that may be approved by the Investment Center by setting criteria for the approval of a facility as an Approved Enterprise, such as provisions generally requiring that at least 25% of the Approved Enterprise’s income be derived from exports.

Tax benefits are available under the 2005 Amendment to production facilities (or other eligible facilities) which are generally required to derive more than 25% of their business income from export to specific markets with a population of at least 14 million in 2012 (such export criteria will further be increased in the future by 1.4% per annum).

A company qualifying for tax benefits under the 2005 Amendment which pays a dividend out of income derived by its Benefited Enterprise during the tax exemption period will be subject to corporate tax in respect of the amount of the dividend distributed (grossed-up to reflect the pre-tax income that it would have had to earn in order to distribute the dividend) at the corporate tax rate which would have otherwise been applicable. Dividends paid to Israeli shareholders out of income attributed to a Benefited Enterprise (or out of dividends received from a company whose income is attributed to a Benefited Enterprise) are generally subject to withholding tax at source at the rate of 15% (in the case of non-Israeli shareholders –subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate, 15%, or at a lower rate as provided under an applicable tax treaty). The reduced rate of 15% is limited to dividends and distributions out of income attributed to a Beneficiary Enterprise during the benefits period and actually paid at any time up to 12 years thereafter except with respect to a FIC, in which case the 12-year limit does not apply.

The benefits available to a Benefited Enterprise are subject to the continued fulfillment of conditions stipulated in the Investment Law and its regulations. If a company does not meet these conditions, it would be required to refund the amount of tax benefits, adjusted to the Israeli consumer price index, and interest, or other monetary penalties.

On November 15, 2021, the Investment Law was amended to provide, on a temporary basis, a reduced corporate income tax upon the distribution or release, within a year from such amendment, of tax-exempt profits derived by Approved or Benefited Enterprises. The reduced tax rate was determined based on a formula, providing for an up to 60% reduction, as long as the corporate income tax rate was not less than 6%. In order to qualify for the reduction, the taxpayer would also have to invest certain amounts in productive assets and research and development in Israel. The Company did not elect to apply for the aforementioned temporary order.

In addition to the temporary amendment, the Investment Law was also amended to reduce the ability of companies to retain the tax-exempt profits while distributing dividends from previously taxed profits. Accordingly, effective August 15, 2021, dividend distributions are deemed made on a pro-rata basis from all types of earnings, including exempt profits, thus triggering additional corporate income tax. As of August 15, 2021, the Company did not distribute any dividends and does not intend to do so in the near future.

As of December 31, 2023, approximately $14,022 million was derived from tax exempt profits earned under the “Approved Enterprises” and “Beneficiary Enterprise.” If the retained tax-exempt income is distributed, the income would be taxed at the applicable corporate tax rate as if it had not elected the alternative tax benefits under the Investment Law and an income tax liability of up to $3,443 million would be incurred as of December 31, 2023.

Tax Benefits under the 2011 Amendment

The 2011 Amendment introduced new benefits for income generated by a “Preferred Company” through its “Preferred Enterprise” (as such terms are defined in the Investment Law) as of January 1, 2011. The definition of a Preferred Company includes a company incorporated in Israel that is not wholly owned by a governmental entity, and that has, among other things, Preferred Enterprise status and is controlled and managed from Israel. Pursuant to the 2011 Amendment, a Preferred Company was entitled to a reduced corporate tax rate of 15% with respect to its preferred income derived by its Preferred Enterprise in 2011 and 2012, unless the Preferred Enterprise is located in a development zone A, in which case the rate was 10%. Such corporate tax rate was reduced from 15% and 10%, respectively, to 12.5% and 7%, respectively in 2013, and then increased to 16% and 9%, respectively, in 2014 until 2016. Pursuant to the 2017 Amendment, in 2017 and thereafter, the corporate tax rate for Preferred Enterprise which is located in development zone A was decreased to 7.5%, while the reduced corporate tax rate for other development zones remains 16%. Income derived by a Preferred Company from a ‘Special Preferred Enterprise’ (as such term is defined in the Investment Law) could be entitled, under certain conditions and limitations, to further reduced tax rates.

Dividends paid to Israeli shareholders out of preferred income attributed to a Preferred Enterprise are generally subject to withholding tax at the rate of 20%, and in case of non-Israeli shareholders, such lower rate as may be provided in an applicable tax treaty (each subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). However, if such dividends are paid to an Israeli company, no tax is required to be withheld (although, if such dividends are subsequently distributed to individuals or a non-Israeli company, withholding tax at a rate of 20% or such lower rate as may be provided in an applicable tax treaty will apply).

The 2011 Amendment also provided transitional provisions to address companies already enjoying existing tax benefits under the Investment Law. These transitional provisions provide, among other things, that unless an irrevocable request is made to apply the provisions of the Investment Law as amended in 2011 with respect to income to be derived as of January 1, 2011: (i) the terms and benefits included in any certificate of approval that was granted to an Approved Enterprise which chose to receive grants before the 2011 Amendment became effective will remain subject to the provisions of the Investment Law as in effect on the date of such approval, and subject to certain other conditions; (ii) the terms and benefits included in any certificate of approval that was granted to an Approved Enterprise which had participated in an alternative benefits track before the 2011 Amendment became effective will remain subject to the provisions of the Investment Law as in effect on the date of such approval, provided that certain conditions are met; and (iii) a Benefited Enterprise can elect to continue to benefit from the benefits provided to it before the 2011 Amendment became effective, provided that certain conditions are met.

From time to time, the Israeli Government has discussed reducing the benefits available to companies under the Investment Law. The termination or substantial reduction of any of the benefits available under the Investment Law could materially increase our tax liabilities.

We applied the new benefits under the 2011 Amendment instead of the benefits provided to our Approved Enterprise and Benefited Enterprise as of 2013 tax year onwards through 2016 tax year.

Tax Benefits under the 2017 Amendment

The 2017 Amendment was enacted as part of the Economic Efficiency Law that was published on December 29, 2016, and is effective as of January 1, 2017. The 2017 Amendment provides new tax benefits for two types of “Technology Enterprises”, as described below, and is in addition to the other existing tax beneficial programs under the Investment Law.

The 2017 Amendment provides that a technology company satisfying certain conditions will qualify as a “Preferred Technology Enterprise” (PTE) and will thereby enjoy a reduced corporate tax rate of 12% on income that qualifies as PTE which is generally generated by “Benefited Intangible Assets,” as defined in the Investment Law. The tax rate is further reduced to 7.5% for a PTE and/or for its segment located in development Zone A. In addition, a PTE will enjoy a reduced corporate tax rate of 12% on capital gain derived from the sale of certain “Benefitted Intangible Assets” (as defined in the Investment Law) to a related foreign company if the Benefitted Intangible Assets were acquired from a foreign company on or after January 1, 2017 for at least NIS 200 million, and the sale receives prior approval from the National Authority for Technological Innovation (NATI).

The 2017 Amendment further provides that a technology company satisfying certain conditions will qualify as a “Special Preferred Technology Enterprise” and will thereby enjoy a reduced corporate tax rate of 6% on “Preferred Technology Income” regardless of the company’s geographic location within Israel. In addition, a Special Preferred Technology Enterprise will enjoy a reduced corporate tax rate of 6% on capital gain derived from the sale of certain “Benefitted Intangible Assets” to a related foreign company if the Benefitted Intangible Assets were either developed by the Special Preferred Technology Enterprise or acquired from a foreign company on or after January 1, 2017, and the sale received prior approval from NATI. A Special Preferred Technology Enterprise that acquires Benefitted Intangible Assets from a foreign company for more than NIS 500 million will be eligible for these benefits for at least ten years, subject to certain approvals as specified in the Investment Law.

Dividends distributed to Israeli shareholders by a PTE or a Special Preferred Technology Enterprise, paid out of Preferred Technology Income, are generally subject to withholding tax at source at the rate of 20%, and in case of non-Israeli shareholders, such lower rate as may be provided in an applicable tax treaty (each subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for such reduced tax rate). However, if such dividends are paid to an Israeli company, no tax is required to be withheld. If such dividends are distributed to a foreign company that holds alone or together with other foreign companies 90% or more in the Israeli company and other conditions are met, the withholding tax rate will be 4%.

We have obtained a comprehensive tax ruling confirming, among others, that we generally qualify as a PTE since 2017 onwards and this status was affirmed by the Israeli Tax Authority in corporate tax audit assessment agreements reached in 2021 and in 2022.

Certain Additional Israeli Tax Consequences

The following description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership and disposition of our ordinary shares. You should consult your tax advisor concerning the specific and individual tax consequences of your particular situation, as well as any tax consequences that may arise under the laws of any state, local, foreign or other taxing jurisdiction. This summary does not discuss all of the aspects of Israeli tax law that may be relevant to a particular investor in light of his or her personal investment circumstances or to some types of investors subject to special treatment under Israeli law. Examples of such investors include residents of Israel or traders in securities who are subject to special tax regimes not covered in this discussion. Some parts of this discussion are based on tax legislation which has not been subject to judicial or administrative interpretation. The discussion should not be construed as legal or professional tax advice and does not cover all possible tax considerations.

Capital Gains

Capital gain tax is generally imposed on the disposal of capital assets by an Israeli resident, and on the disposal of such assets by a non-Israel resident if those assets are either (i) located in Israel, (ii) are shares or a right to a share in an Israeli resident corporation, or (iii) represent, directly or indirectly, rights to assets located in Israel, unless a tax treaty in force between Israel and the seller’s country of residence provides otherwise. The Ordinance distinguishes between “Real Capital Gain” and the “Inflationary Surplus.” Real Capital Gain is the excess of the total capital gain over Inflationary Surplus computed generally on the basis of the increase in the Israeli Consumer Price Index (CPI) between the date of purchase and the date of disposal.

The Real Capital Gain accrued by individuals on the sale of our ordinary shares (that were purchased after January 1, 2012, whether listed on a stock exchange or not) will be taxed at the rate of 25%. However, if such shareholder is a “Significant Shareholder” (i.e., a person who holds, directly or indirectly, alone or together with such person’s relative or another person who collaborates with such person on a permanent basis, 10% or more of one of the Israeli resident company’s means of control) at the time of sale or at any time during the preceding 12 month period and/or claims a deduction for interest and linkage differences expenses in connection with the purchase and holding of such shares, such gain will be taxed at the rate of 30%. “Means of control” generally include the right to vote, receive profits, nominate a director or an executive officer, receive assets upon liquidation, or order someone who holds any of the aforesaid rights how to act, regardless of the source of such right.

The Real Capital Gain derived by corporations will generally be subject to the ordinary corporate tax (23% in 2018 and thereafter).

An individual shareholder dealing in securities, or to whom such income is otherwise taxable as ordinary business income are taxed in Israel at their marginal tax rates applicable to business income (up to 47% in 2024). Certain Israeli institutions who are exempt from tax under section 9(2) or section 129I(a)(1) of the Ordinance (such as exempt trust fund, pension fund) may be exempt from capital gains tax from the sale of our ordinary shares.

Capital Gains Taxes Applicable to Non-Israeli Resident Shareholders

A non-Israeli resident who derives capital gains from the sale of shares in an Israeli resident company that were purchased after the company was listed for trading on a stock exchange outside of Israel should generally be exempt from Israeli capital gains tax so long as the capital gains derived from the sale of the shares was not attributed to a permanent establishment that the non-resident maintains in Israel and that such shareholders are not subject to the Israeli Income Tax Law (Inflationary Adjustments) 5745-1985. However, non-Israeli corporations will not be entitled to the foregoing exemption if Israeli residents: (i) have a controlling interest of more than 25% in such non-Israeli corporation or (ii) are the beneficiaries of, or are entitled to, 25% or more of the revenues or profits of such non-Israeli corporation, whether directly or indirectly. Such exemption is not applicable to a person whose gains from selling or otherwise disposing of the shares are deemed to be a business income.

Additionally, a sale of shares by a non-Israeli resident (either an individual or a corporation) may be exempt from Israeli capital gains tax under the eligibility to enjoy the provisions of an applicable tax treaty benefits which should generally supersede Israeli domestic legislation. For example, under the Convention between the United States and the Government of the State of Israel with respect to Taxes on Income (the “United States-Israel Tax Treaty”), the disposition of shares by a shareholder who (i) is a U.S. resident (for purposes of the United States-Israel Tax Treaty), (ii) holds the shares as a capital asset, and (iii) is entitled to claim the benefits afforded to such person by the United States-Israel Tax Treaty, is generally exempt from Israeli capital gains tax. Such exemption will not apply if: (i) the capital gain arising from the disposition can be attributed to royalties; (ii) the shareholder holds, directly or indirectly, shares representing 10% or more of the voting capital during any part of the 12-month period preceding such sale, exchange or disposition, subject to certain conditions; (iii) such U.S. resident is an individual and was present in Israel for a period or periods aggregating to 183 days or more during the relevant taxable year; (iv) the capital gain arising from such sale, exchange or disposition is attributed to real estate located in Israel; or (v) the shareholder is a U.S. resident (for purposes of the United States-Israel Tax Treaty) and deemed a dealer or otherwise is deemed to have business income from such sale, exchange or disposition of the shares attributed to a permanent establishment in Israel. In such case, the sale, exchange or disposition of our ordinary shares would be subject to Israeli tax, to the extent applicable; however, under the United States-Israel Tax Treaty, a U.S. resident would be permitted to claim a credit for such taxes against the U.S. federal income tax imposed with respect to such sale, exchange or disposition, subject to the limitations under U.S. law applicable to foreign tax credits. The United States-Israel Tax Treaty does not relate to tax credits against U.S. state or local taxes.

In some instances where our shareholders may be liable for Israeli tax on the sale of their ordinary shares, the payment of the consideration may be subject to the withholding of Israeli tax at source. Shareholders may be required to demonstrate that they are exempt from tax on their capital gains in order to avoid withholding at source at the time of sale. Specifically, in transactions involving a sale of all of the shares of an Israeli resident company, in the form of a merger or otherwise, the Israel Tax Authority may require from shareholders who are not liable for Israeli tax to sign declarations in forms specified by this authority or to apply for and obtain a specific withholding tax certificate of exemption from the Israel Tax Authority to confirm their particular status as non-Israeli resident, and, in the absence of such declarations or exemptions, may require the purchaser of the shares to withhold taxes at source.

Taxation of Non-Israeli Shareholders on Receipt of Dividends

Non-Israeli residents (either an individual or a corporation) are generally subject to Israeli income tax on the receipt of dividends paid on our ordinary shares at the rate of 25%, unless an applicable relief is provided in a treaty between Israel and the shareholder’s country of residence. With respect to a person who is a “Significant Shareholder” at the time of receiving the dividend or on any time during the preceding 12 months, the applicable tax rate is 30%. Such dividends paid to non-Israeli residents are generally subject to Israeli withholding tax at a rate of 25% so long as the shares are registered with a Nominee Company (whether the recipient is a Significant Shareholder or not), unless a reduced tax rate is provided under an applicable tax treaty, provided that a certificate from the Israel Tax Authority allowing for a reduced withholding tax rate is obtained in advance. However, subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate, a distribution of dividends to non-Israeli residents is subject to withholding tax at source at a rate of 15% if the dividend is distributed from income attributed to an Approved Enterprise or generally 20% if the dividend is distributed from income attributed to a Preferred Enterprise (including Preferred Technological Enterprise based on which the Company is taxed as from 2017 onwards), unless a reduced tax rate is provided under an applicable tax treaty (subject to the receipt in advance of a valid certificate from the Israel Tax Authority allowing for a reduced tax rate). Under the United States-Israel Tax Treaty, the maximum rate of tax withheld at source in Israel on dividends paid to a holder of our ordinary shares who is a U.S. resident (for purposes of the United States-Israel Tax Treaty) is 25%. However, the maximum rate of withholding tax on dividends, not generated from an Approved Enterprise or Benefited Enterprise, that are paid to a United States corporation holding 10% or more of the outstanding voting capital throughout the tax year in which the dividend is distributed as well as during the previous tax year, is 12.5%, provided that no more than 25% of the gross income for such preceding year consists of certain types of dividends and interest. Notwithstanding the foregoing, a distribution of dividends to non-Israeli residents is subject to withholding tax at source at a rate of 15% if the dividend is distributed from income attributed to an Approved Enterprise for such U.S. corporation shareholder, provided that the condition related to our gross income for the previous year (as set forth in the previous sentence) is met. The aforementioned rates under the United States-Israel Tax Treaty will not apply if the dividend income was attributed to a permanent establishment that the U.S. resident maintains in Israel. U.S. residents who are subject to Israeli withholding tax on a dividend may be entitled to a credit or deduction for United States federal income tax purposes in the amount of the taxes withheld, subject to detailed rules contained in U.S. tax legislation. We cannot assure you that in the event we declare a dividend we will designate the income out of which the dividend is paid in a manner that will reduce shareholders’ tax liability.

If the dividend is attributable partly to income derived from an Approved Enterprise, Benefited Enterprise or Preferred Enterprise, and partly to other sources of income, the withholding rate will be a blended rate reflecting the relative portions of the two types of income. U.S. residents who are subject to Israeli withholding tax on a dividend may be entitled to a credit or deduction for United States federal income tax purposes in the amount of the taxes withheld, subject to detailed rules contained in U.S. tax legislation. As indicated above, application for this reduced tax rate requires appropriate documentation presented to and specific instruction received from the Israel Tax Authority.

A non-Israeli resident who receives dividends from which tax was duly withheld is generally exempt from the obligation to file tax returns in Israel with respect to such income, provided that (i) such income was not generated from business conducted in Israel by the taxpayer; (ii) the taxpayer has no other taxable sources of income in Israel with respect to which a tax return is required to be filed, and (iii) the taxpayer is not liable to Excess Tax (as further explained below).

Payers of dividends on our ordinary shares, including the Israeli stockbroker effectuating the transaction, or the financial institution through which the securities are held, are generally required, subject to any of the foregoing exemptions, reduced tax rates and the demonstration of foreign residence of the shareholder, to withhold tax upon the distribution of dividend at the rate of 25%, so long as the shares are registered with a nominee company.

Excess Tax

Individuals who are subject to tax in Israel (whether any such individual is an Israeli resident or non-Israeli resident) are also subject to an additional tax at a rate of 3% on annual income exceeding a certain threshold (NIS 721,560 for 2024) which amount is linked to the annual change in the Israeli consumer price index, including, but not limited to, dividends, interest and capital gain.

Estate and Gift Tax

Israeli law presently does not impose estate or gift taxes.

PLAN OF DISTRIBUTION

The Ordinary Shares beneficially owned by the selling shareholder covered by this prospectus may be offered and sold from time to time by the selling shareholder in one or more transactions. The selling shareholder may sell such securities to or through one or more agents, underwriters, dealers, remarketing firms or other third parties or directly to one or more purchasers or through a combination of any of these methods. The selling shareholder may also offer and sell, or agree to deliver, securities pursuant to, or in connection with, any option agreement or other contractual arrangement.

Subject to the limitations set forth in the Registration Rights Agreement, the selling shareholder may use any one or more of the following methods when selling the securities offered by this prospectus:

•

purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•

block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

an over-the-counter distribution in accordance with the rules of Nasdaq or in the over-the-counter market;

•

short sales;

•

delayed delivery arrangement;

•

to or through underwriters or broker-dealers;

•

at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents;

•

directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions;

•

in options or other hedging transactions, whether through an options exchange or otherwise;

•

through a combination of any of the above methods of sale; or

•

any other method permitted pursuant to applicable law.

There can be no assurance that the selling shareholder will sell all or any of the securities offered by this prospectus. In addition, the selling shareholder may also sell securities under Rule 144 under the Securities Act, if available, or in other transactions exempt from registration, rather than under this prospectus. The selling shareholder has the sole and absolute discretion not to accept any purchase offer or make any sale of securities if it deems the purchase price to be unsatisfactory at any particular time.

The selling shareholder may elect to make an in-kind distribution of Ordinary Shares to its members, limited partners or stockholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus supplement. To the extent that such members, partners or stockholders are not affiliates of ours, such members, partners or stockholders would thereby receive freely tradable Ordinary Shares pursuant to the distribution through a registration statement.

With respect to a particular offering of the securities held by the selling shareholder, to the extent required, an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement of which this prospectus is a part, will be prepared and will set forth the following information:

•

the specific securities to be offered and sold;

•

the name of the selling shareholder;

•

the respective purchase prices and public offering prices, the proceeds to be received from the sale, if any, and other material terms of the offering;

•

the names of any participating agents, broker-dealers or underwriters; and

•

any applicable commissions, discounts, concessions and other items constituting compensation from the selling shareholder.

In order to facilitate the offering of the securities, any underwriters or agents, as the case may be, involved in the offering of such securities may engage in transactions that stabilize, maintain or otherwise affect the price of our securities. Specifically, the underwriters or agents, as the case may be, may overallot in connection with the offering, creating a short position in our securities for their own account. In addition, to cover overallotments or to stabilize the price of our securities, the underwriters or agents, as the case may be, may bid for, and purchase, such securities in the open market. Finally, in any offering of securities through a syndicate of underwriters, the underwriting syndicate may reclaim selling concessions allotted to an underwriter or a broker-dealer for distributing such securities in the offering if the syndicate repurchases previously distributed securities in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the securities above independent market levels. The underwriters or agents, as the case may be, are not required to engage in these activities, and may end any of these activities at any time.

The selling shareholder may solicit offers to purchase the securities directly from, and it may sell such securities directly to, institutional investors or others. In this case, no underwriters or agents would be involved. The terms of any of those sales, including the terms of any bidding or auction process, if utilized, will be described in the applicable prospectus supplement.

It is possible that one or more underwriters may make a market in our securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for our securities. Our Ordinary Shares are listed on Nasdaq under the symbol “CYBR.”

The selling shareholder may authorize underwriters, broker-dealers or agents to solicit offers by certain purchasers to purchase the securities at the public offering price set forth in the applicable prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in the applicable prospectus supplement, and the applicable prospectus supplement will set forth any commissions we or the selling shareholder pay for solicitation of these contracts.

The selling shareholder may use one or more underwriters to sell the securities covered by this prospectus.

Any compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses. Except to the extent otherwise set forth in a prospectus supplement, in any underwritten offering, we and our officers, directors, and the selling shareholder may agree with the underwriter(s) not to dispose of or hedge any of their Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares for a period of time to be agreed with the underwriter(s), without the prior written consent of the lead managing underwriter or underwriters, subject to certain exceptions.

The selling shareholder may be deemed to be an “underwriter” within the meaning of the Securities Act with respect to the shares it is offering for resale.

The underwriter(s) and their affiliates may have engaged in, and may in the future engage in, investment banking, commercial banking, financial advisory, and other commercial dealings in the ordinary course of business with us or our affiliates. They may have received, or may in the future receive, customary fees and commissions for these transactions.

Any underwriter(s) and/or their respective affiliates may act in various capacities and/or be lenders under our financing facilities from time to time.

The selling shareholder may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by the selling shareholder or borrowed from the selling shareholder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from the selling shareholder in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, the selling shareholder may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.

In effecting sales, broker-dealers or agents engaged by the selling shareholder may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the selling shareholder in amounts to be negotiated immediately prior to the sale.

We have agreed to indemnify the selling shareholder against certain liabilities, including certain liabilities under the Securities Act, the Exchange Act or other federal or state law.

We have agreed with the selling shareholder pursuant to the Registration Rights Agreement to use reasonable best efforts to keep the registration statement of which this prospectus constitutes a part effective until the earlier of the following: (i) the termination of the Registration Rights Agreement and (ii) the date on which the amount of Ordinary Shares beneficially held by the selling shareholder entitled to be registered pursuant to the Registration Rights Agreement is less than 30% of the amount of the Ordinary Shares held by the selling shareholder as of the date of the Registration Rights Agreement.

EXPENSES OF THE OFFERING

The following table sets forth the expenses (other than underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation, if any) expected to be incurred by us in connection with a possible offering of securities registered under this registration statement. All amounts are estimated except for the SEC registration fee and FINRA filing fee.

Expenses	Amount
SEC Registration Fee	$	102,889.46
FINRA Fee		—	⁽¹⁾
Printing and engraving expenses		—	⁽¹⁾
Legal Fees and expenses		—	⁽¹⁾
Accounting fees and expenses		—	⁽¹⁾
Miscellaneous costs		—	⁽¹⁾
Total	$	—	⁽¹⁾

(1)	These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at the time.

LEGAL MATTERS

The validity of our ordinary shares and certain other matters of Israeli law will be passed upon for us by Meitar Law Offices. Certain legal matters relating to U.S. law will be passed upon for us by Latham & Watkins LLP.

Additional legal matters may be passed upon for us, the selling shareholder or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements of CyberArk appearing in CyberArk’s Annual Report (Form 20-F) for the year ended December 31, 2023, and the effectiveness of CyberArk’s internal control over financial reporting as of December 31, 2023 have been audited by Kost, Forer, Gabbay and Kasierer, a member of EY Global, independent registered public accounting firm, as set forth in their reports thereon, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Venafi Holdings, Inc. and Subsidiaries as of December 31, 2023 and 2022 and for each of the two years in the period ended December 31, 2023, included in CyberArk’s Current Report on Form 6-K dated October 22, 2024, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of said firm as experts in auditing and accounting.

ENFORCEMENT OF CIVIL LIABILITIES

We are incorporated under the laws of the State of Israel. Service of process upon us and upon our directors and officers and the Israeli experts named in this prospectus, most of whom reside outside the United States, may be difficult to obtain within the United States. Furthermore, because most of our assets and substantial number of our directors and officers are located outside the United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United States.

We have irrevocably appointed CyberArk Software, Inc. as our agent to receive service of process in any action against us in any U.S. federal or state court arising out of this offering or any purchase or sale of securities in connection with this offering. The address of our agent is 60 Wells Avenue, Newton, Massachusetts 02459.

We have been informed by our legal counsel in Israel, Meitar Law Offices, that it may be difficult to initiate an action with respect to U.S. securities law in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israel is not the most appropriate forum to hear such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact by expert witnesses which can be a time-consuming and costly process. Certain matters of procedure may also be governed by Israeli law.

Subject to certain time limitations and legal procedures, Israeli courts may enforce a U.S. judgment in a civil matter which, subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that:

•

the judgment was rendered by a court which was, according to the laws of the state of the court, competent to render the judgment;

•

the obligation imposed by the judgment is enforceable according to the rules relating to the enforceability of judgments in Israel and the substance of the judgment is not contrary to public policy; and

•

the judgment is executory in the state in which it was given.

Even if these conditions are met, an Israeli court may not declare a foreign civil judgment enforceable if:

•

the judgment was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases);

•

the enforcement of the judgment is likely to prejudice the sovereignty or security of the State of Israel;

•

the judgment was obtained by fraud;

•

the opportunity given to the defendant to bring its arguments and evidence before the court was not reasonable in the opinion of the Israeli court;

•

the judgment was rendered by a court not competent to render it according to the laws of private international law as they apply in Israel;

•

the judgment is contradictory to another judgment that was given in the same matter between the same parties and that is still valid; or

•

at the time the action was brought in the foreign court, a lawsuit in the same matter and between the same parties was pending before a court or tribunal in Israel.

If a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Indemnification of Directors and Officers

Under the Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its articles of association. Our amended and restated articles of association include such a provision. An Israeli company may not exculpate a director from liability arising out of a prohibited dividend or distribution to shareholders.

An Israeli company may indemnify an office holder in respect of the following liabilities and expenses incurred for acts performed as an office holder, either in advance of an event or following an event, provided a provision authorizing such indemnification is contained in its articles of association:

•

financial liability imposed on him or her in favor of another person pursuant to a judgment, settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria;

•

reasonable litigation expenses, including attorneys’ fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability, such as a criminal penalty, was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent and (2) in connection with a monetary sanction;

•

reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third-party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent; and

•

expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law, 1968 (the “Israeli Securities Law”).

An Israeli company may insure an office holder against the following liabilities incurred for acts performed as an office holder if and to the extent provided in the company’s articles of association:

•

a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

•

a breach of the duty of care to the company or to a third-party, including a breach arising out of the negligent conduct of the office holder;

•

a financial liability imposed on the office holder in favor of a third-party;

•

a financial liability imposed on the office holder in favor of a third-party harmed by a breach in an administrative proceeding; and

•

expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her, pursuant to certain provisions of the Israeli Securities Law.

An Israeli company may not indemnify or insure an office holder against any of the following:

•

a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

•

a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;

•

an act or omission committed with intent to derive illegal personal benefit; or

•

a fine, monetary sanction or forfeit levied against the office holder.

Under the Companies Law, exculpation, indemnification and insurance of office holders must be approved by the compensation committee and the board of directors (and, with respect to directors and the chief executive officer, by shareholders). However, under regulations promulgated under the Companies Law, the insurance of office holders shall not require shareholder approval and may be approved by only the compensation committee, if the engagement terms are determined in accordance with the company’s compensation policy, that compensation policy was approved by the shareholders by the same special majority required to approve a compensation policy, provided that the insurance policy is on market terms and the insurance policy is not likely to materially impact the company’s profitability, assets or obligations.

Our amended and restated articles of association allow us to indemnify and insure our office holders for any liability imposed on them as a consequence of an act (including any omission) which was performed by virtue of being an office holder. Our office holders are currently covered by a directors and officers’ liability insurance policy.

We have entered into agreements with each of our directors and executive officers exculpating them, to the fullest extent permitted by law, from liability to us for damages caused to us as a result of a breach of duty of care, and undertaking to indemnify them to the fullest extent permitted by law. This indemnification is limited to events determined as foreseeable by the board of directors based on our activities, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances.

The maximum indemnification amount set forth in such agreements is limited to an amount equal to the higher of (a) $200 million, (b) 25% of our total shareholder’s equity as reflected in our most recent consolidated financial statements prior to the date on which the indemnity payment is made (other than indemnification for an offering of securities to the public, including by a shareholder in a secondary offering, in which case the maximum indemnification amount is limited to the gross proceeds raised by us and/or any selling shareholder in such public offering) and (c) 10% of our total market capitalization (which means the average closing price of our ordinary shares over the 30 trading days prior to the actual payment of indemnification multiplied by the total number of issued and outstanding shares as of the date of actual payment). The maximum amount set forth in such agreements is in addition to any amount paid (if paid) under insurance and/or by a third party pursuant to an indemnification arrangement.

In the opinion of the SEC, indemnification of directors and office holders for liabilities arising under the Securities Act, however, is against public policy and therefore unenforceable.

There is no pending litigation or proceeding against any of our office holders as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any office holder.

II - 2

Item 9. Exhibits

Exhibit Number		Exhibit Description
2.1*		Agreement and Plan of Merger, dated May 19, 2024, by and among CyberArk Software Ltd., Triton Merger Sub, Inc., Venafi Holdings, Inc., and Triton Seller, LP (f/k/a Venafi Parent, LP).**
3.1*		Amended and Restated Articles of Association of CyberArk Software Ltd.
5.1*		Opinion of Meitar Law Offices.
10.1*		Registration Rights Agreement, dated October 1, 2024.
23.1*		Consent of Kost, Forer, Gabbay and Kasierer, a member of Ernst & Young Global, independent registered public accounting firm.
23.2*		Consent of Ernst & Young LLP, independent auditors.
23.3*		Consent of Meitar \| Law Offices (included in Exhibit 5.1).
24.1*		Power of Attorney (included on the signature page hereto).
107*		Calculation of Filing Fee Tables.

*	Filed herewith.

** Schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished to the SEC upon request.

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Item 10. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the registration statement to include any financial statements required by “Item 8.A. of Form 20-F” at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

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(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communications that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes:

(1) That for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts on the 22^nd day of October 2024.

CyberArk Software Ltd.

By: /s/ Matthew Cohen

Name: Matthew Cohen

Title: Chief Executive Officer

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Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Matthew Cohen and Joshua Siegel, and each of them singly, as his true and lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and any subsequent registration statement filed by the registrant pursuant to Rule 462(b) of the Securities Act, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Capacity	Date

/s/ Ehud (Udi) Mokady Ehud (Udi) Mokady	Executive Director (Executive Chairman)	October 22, 2024

/s/ Matthew Cohen Matthew Cohen	Chief Executive Officer, Executive Director (Principal Executive Officer)	October 22, 2024

/s/ Joshua Siegel Joshua Siegel	Chief Financial Officer (Principal Financial and Principal Accounting Officer)	October 22, 2024

/s/ Gadi Tirosh Gadi Tirosh	Non-Executive Director (Lead Independent Director)	October 22, 2024

/s /Ron Gutler Ron Gutler	Non-Executive Director	October 22, 2024

/s/ Kim Perdikou Kim Perdikou	Non-Executive Director	October 22, 2024

/s/ Ammon Shoshani Amnon Shoshani	Non-Executive Director	October 22, 2024

/s/ François Auque François Auque	Non-Executive Director	October 22, 2024

/s/ Avril England Avril England	Non-Executive Director	October 22, 2024

/s/ Mary Yang Mary Yang	Non-Executive Director	October 22, 2024

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirement of the Securities Act, the undersigned, the duly authorized representative in the United States of CyberArk Software Ltd., has signed this registration statement on the 22^nd day of October, 2024.

CyberArk Software, Inc.

By: /s/ Matthew Cohen

Name: Matthew Cohen

Title: Chief Executive Officer

II - 8

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

By and Among

CYBERARK SOFTWARE LTD.,

TRITON MERGER SUB, INC.,

VENAFI HOLDINGS, INC.

and

VENAFI PARENT, LP

Dated as of May 19, 2024

TABLE OF CONTENTS

ARTICLE I.

DEFINITIONS

Section 1.1

Definitions

ARTICLE II.

THE MERGER

Section 2.1	The Merger	21
Section 2.2	Closing	21
Section 2.3	Effective Time	22
Section 2.4	Effects of the Merger	22
Section 2.5	Certificate of Incorporation and Bylaws of the Surviving Corporation	22
Section 2.6	Board of Directors	22
Section 2.7	Officers	22

ARTICLE III.

EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES

Section 3.1	Effect on Capital Stock	23
Section 3.2	Closing Payments	24
Section 3.3	Adjustment	24
Section 3.4	Company Expenses	27
Section 3.5	Withholdings	27
Section 3.6	Transfers; No Further Ownership Rights	28

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 4.1	Organization	28
Section 4.2	Capitalization	28
Section 4.3	Subsidiaries	29
Section 4.4	Authorization	30
Section 4.5	No Conflict; Required Consents	31
Section 4.6	Permits and Licenses	31
Section 4.7	Compliance with Laws	32
Section 4.8	Compliance with Anti-Corruption Laws	32
Section 4.9	U.S. Export Controls Laws; Sanctions; Anti-Money Laundering Laws	32
Section 4.10	Financial Statements	33
Section 4.11	Absence of Certain Changes	34
Section 4.12	Undisclosed Liabilities	34
Section 4.13	Litigation	35

Section 4.14	Environmental Matters	35
Section 4.15	Employee Benefit Plans	36
Section 4.16	Intellectual Property	39
Section 4.17	Data Privacy and Security	44
Section 4.18	Taxes	45
Section 4.19	Top Customers; Top Suppliers	49
Section 4.20	Material Contracts	49
Section 4.21	Property	52
Section 4.22	Labor Matters	53
Section 4.23	Insurance	54
Section 4.24	Related Party Transactions	55
Section 4.25	No Other Agreements to Sell	55
Section 4.26	Brokers	55
Section 4.27	Investment Intention	55
Section 4.28	Ownership of Parent Stock	56
Section 4.29	CFIUS	56
Section 4.30	Acknowledgement of Disclaimer of Other Representations and Warranties	56
Section 4.31	Government Contracts	57
Section 4.32	No Other Representations or Warranties	57

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF SELLER

Section 5.1	Organization and Qualification	58
Section 5.2	Authorization	58
Section 5.3	No Conflict; Required Consents	58
Section 5.4	Ownership of Company Shares	59
Section 5.5	Litigation	59
Section 5.6	Brokers	59
Section 5.7	Investment Representation and Securities Laws Matters	60
Section 5.8	Financial Statements	60
Section 5.9	Acknowledgement of Disclaimer of Other Representations and Warranties	61
Section 5.10	No Other Representations or Warranties	61

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Section 6.1	Organization and Qualification; Subsidiaries	62
Section 6.2	Capitalization of Parent	62
Section 6.3	Capitalization of Merger Sub	63
Section 6.4	Authorization	63
Section 6.5	No Conflict; Required Consents	64
Section 6.6	Brokers	65
Section 6.7	Financing	65
Section 6.8	SEC Reports and Financial Statements	65

Section 6.9	Internal Controls and Procedures	66
Section 6.10	Absence of Certain Changes	66
Section 6.11	Solvency	66
Section 6.12	Acknowledgement of Disclaimer of Other Representations and Warranties	67
Section 6.13	No Other Representations or Warranties	67

ARTICLE VII.

COVENANTS AND AGREEMENTS

Section 7.1	Conduct of Business by the Company Pending the Merger	68
Section 7.2	Conduct of Business by Parent Pending the Merger	72
Section 7.3	No Solicitation by the Company	72
Section 7.4	Appropriate Action; Consents; Filings	73
Section 7.5	Access to Information; Confidentiality	75
Section 7.6	Directors’ and Officers’ Indemnification and Insurance	76
Section 7.7	Notification of Certain Matters; Certain Actions	77
Section 7.8	Public Announcements	78
Section 7.9	The Company, Direct Parent, and Merger Sub	78
Section 7.10	Employee Matters	78
Section 7.11	Section 280G	80
Section 7.12	Tax Matters	81
Section 7.13	R&W Insurance Policy	82
Section 7.14	Termination of Certain Agreements	82
Section 7.15	Payoff Letter.	82
Section 7.16	No Transfer of Company Shares	83
Section 7.17	Seller Stockholder Consent	83
Section 7.18	E&O Insurance; Cyber Insurance	83
Section 7.19	Interim Financial Information	83
Section 7.20	Financing Cooperation.	84
Section 7.21	Other Pre-Closing Matters	86

ARTICLE VIII.

CONDITIONS TO THE MERGER

Section 8.1	Conditions to the Obligations of Each Party	86
Section 8.2	Conditions to the Obligations of Parent and Merger Sub	87
Section 8.3	Conditions to the Obligations of the Seller and the Company	88
Section 8.4	Frustration of Closing Conditions	88

ARTICLE IX.

TERMINATION

Section 9.1	Termination	89
Section 9.2	Effect of Termination	90

iii

ARTICLE X.

SURVIVAL AND REMEDIES

Section 10.1	No Survival of Representations, Warranties and Covenants	90
Section 10.2	Exclusive Remedy	90

ARTICLE XI.

GENERAL PROVISIONS

Section 11.1	Notices	91
Section 11.2	Interpretation; Certain Definitions	92
Section 11.3	Amendment	93
Section 11.4	Extension; Waiver	93
Section 11.5	Expenses; Transfer Taxes	93
Section 11.6	Severability	94
Section 11.7	Assignment	94
Section 11.8	Entire Agreement	94
Section 11.9	No Third-Party Beneficiaries	94
Section 11.10	Governing Law	95
Section 11.11	Specific Performance	95
Section 11.12	Consent to Jurisdiction	95
Section 11.13	Counterparts	96
Section 11.14	WAIVER OF JURY TRIAL	96
Section 11.15	No Recourse to Related Parties	96
Section 11.16	Release	97

EXHIBITS

Exhibit A	Form of Restrictive Covenant Agreement	A - 1
Exhibit B	Form of Registration Rights Agreement	B - 1
Exhibit C	Form of FIRPTA Certificate	C - 1
Exhibit D	Form of Leakage Certificate	D - 1
Exhibit E	Certificate of Merger	E - 1
Exhibit F	Form of Escrow Agreement	F - 1

SCHEDULES

Company Disclosure Letter
Parent Disclosure Letter
Schedule I	Persons to Execute Restrictive Covenant Agreements
Schedule II	Persons to Execute Employment Agreements

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER, dated as of May 19, 2024 (this “Agreement”), is made by and among CyberArk Software Ltd., a company incorporated under the Laws of the State of Israel (“Parent”), Triton Merger Sub, Inc., a Delaware corporation and indirect wholly owned Subsidiary of Parent (“Merger Sub”), Venafi Holdings, Inc., a Delaware corporation (the “Company”) and Venafi Parent, LP, a Delaware limited partnership (“Seller”, and collectively with Parent and Merger Sub, the “Parties”). Certain defined terms used herein have the meanings set forth in Article I.

RECITALS

WHEREAS, Seller owns all of the issued and outstanding capital stock of the Company, comprised of shares of Company Class A Common Stock and Company Class B Common Stock (collectively, the “Company Shares”).

WHEREAS, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, Merger Sub will merge with and into the Company (the “Merger”), upon which Merger Sub will cease to exist, and the Company shall continue as the Surviving Corporation and a wholly owned subsidiary of CyberArk Software, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Direct Parent”), under the Laws of the State of Delaware;

WHEREAS, the board of directors of the Company (the “Company Board”) has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to and in the best interests of the Company and its equityholders, (ii) authorized and approved this Agreement and the transactions contemplated hereby, including the Merger, on the terms and subject to the conditions set forth in this Agreement, and (iii) directed that this Agreement be submitted to the Seller as sole stockholder of the Company for its adoption and approval;

WHEREAS, the board of directors of Parent (the “Parent Board”) has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and the Share Issuance, are advisable and in the best interests of Parent and (ii) authorized and approved this Agreement and the transactions contemplated hereby, including the Merger and Share Issuance, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, each of the board of directors of Direct Parent, in its capacity as the sole stockholder of Merger Sub, and the board of directors of Merger Sub has (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to and in the best interests of Merger Sub and Direct Parent, as applicable, and (ii) authorized and approved this Agreement and the transactions contemplated hereby, including the Merger, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to Parent’s willingness to enter into this Agreement, the Seller is delivering to Parent a copy of a Restrictive Covenant Agreement with Parent in the form attached hereto as Exhibit A (the “Restrictive Covenant Agreement”) duly executed by each of the entities set forth on Schedule I;

WHEREAS, concurrently with the execution of this Agreement, and as a condition and inducement to Parent’s willingness to enter into this Agreement, each employee of the Company or its Subsidiaries set forth on Schedule II is entering into employment agreements with Parent or a Subsidiary of Parent (each, an “Employment Agreement”); provided, for the avoidance of doubt, the execution or effectiveness of the Employment Agreements shall not limit, or be a condition to the performance of, Parent’s obligations under this agreement; and

WHEREAS, immediately following the execution and delivery of this Agreement, the Seller shall execute and deliver to Parent a written consent adopting and approving this Agreement (the “Seller Stockholder Consent”).

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants and subject to the conditions herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.1 Definitions. Defined terms used in this Agreement have the respective meanings ascribed to them by definition in this Agreement and as follows:

“Action” means any action, suit, demand, arbitration, legal proceeding, enforcement proceeding, arbitration proceeding, claim, complaint, charge, examination, hearing, litigation, investigation, injunction, audit, petition or similar proceeding or formal investigation, whether civil, criminal or administrative, at law or in equity, by, before or involving any Governmental Authority.

“Adjustment Amount” means the sum (which may be positive or negative) of (a) Estimated Closing Date Leakage Amount minus Closing Date Leakage Amount (as finally determined in accordance with Section 3.3(c)); plus (b) Estimated Closing Date Company Expenses minus Closing Date Company Expenses (as finally determined in accordance with Section 3.3(c)).

“Adjustment Escrow Account” shall have the meaning set forth in Section 3.2(c).

“Adjustment Time” means immediately prior to the Effective Time.

“Affiliate” of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.

“Agreement” shall have the meaning set forth in the Preamble.

“AI Technologies” means any of the Company’s or its Subsidiaries’ Technology in the deep learning, machine learning, natural language processing (or large language models) or other artificial intelligence fields, including any and all software or systems that make use of or employ neural networks, statistical learning algorithms (like linear and logistic regression, support vector machines, random forests, k-means clustering), or reinforcement learning.

“Anti-Corruption Laws” means any applicable domestic or international anti-bribery or anti‑corruption Laws, including Laws that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any representative of a foreign Governmental Authority or commercial entity to obtain a business advantage, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act 2010, and all national and international Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions, and any other law that prohibits bribery, kickbacks, or other corrupt conduct.

“Anti-Money Laundering Laws” means all Laws, regulations, rules or guidelines relating to money laundering, including, without limitation, financial recordkeeping and reporting requirements; such as, without limitation, the Patriot Act, Public Law 107-56, the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended, the U.S. Money Laundering Control Act of 1986, as amended, the UK Proceeds of Crime Act 2002, the UK Terrorism Act 2000, as amended, all money laundering-related Laws of other jurisdictions any such Person and its Subsidiaries conduct business or own assets, and any related or similar Law issued, administered or enforced by any Governmental Authority.

“Antitrust Approvals” shall have the meaning set forth in Section 8.1(a).

“Antitrust Laws” means the Sherman Act of 1980, as amended, the Clayton Antitrust Act of 1914, as amended, the HSR Act, the Federal Trade Commission Act and all other applicable Laws issued by a Governmental Authority that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“ARR” means the Company’s 12-month value (or actual value for the purchase of a new product or expansion with a term of less than 12 months) of all recurring annual elements for product offerings considered generally available for sale, including active contracts for license subscriptions, annual maintenance, primary support engineers, machine identity management accelerator, technical account manager, training academy and all other recurring annual subscription-based offerings that the Company designates as eligible for annual recuring revenue treatment and excluding perpetual license fees, professional services, and trainings, in each case, calculated in accordance with the Company’s typical methodology for calculating such figures for internal purposes.

“Auditor” shall have the meaning set forth in Section 3.3(c).

“Benefits Continuation Period” shall have the meaning set forth in Section 7.10(a).

“Business Day” means any day other than a Saturday, Sunday or a day on which all banking institutions in New York or Israel are authorized or obligated by Law or executive order to close.

“Bylaws” shall have the meaning set forth in Section 2.5.

“Cash Purchase Price” means an amount equal to $856,000,000.

“Cash Consideration” shall have the meaning set forth in Section 3.1(b)(ii).

“Certificate of Merger” shall have the meaning set forth in Section 2.3.

“CFIUS” shall have the meaning set forth in Section 7.4(c).

“CFIUS Approval” means written notice from CFIUS indicating that (a) CFIUS has concluded that the transactions contemplated by this Agreement are not “covered transactions” subject to review under the DPA; (b) the review or investigation of the transactions contemplated by this Agreement by CFIUS has been concluded, and there are no unresolved national security concerns with respect to the transactions contemplated by this Agreement; or (c) CFIUS has sent a report to the President of the United States requesting the President’s decision on the transactions contemplated by this Agreement and either (i) the period under the DPA during which the President may announce his decision to take action to suspend, prohibit or place any limitations on the transactions contemplated hereby has expired without any such action being announced or taken, or (ii) the President has announced a decision not to take any action to suspend, prohibit or place any limitations on the transactions contemplated hereby.

“CFIUS Filings” shall have the meaning set forth in Section 7.4(c).

“Charter” shall have the meaning set forth in Section 2.5.

“Class B Units” means the Class B Units of the Seller outstanding as of the date hereof.

“Class B Units Loan” shall have the meaning set forth in Section 7.10(d).

“Closing” shall have the meaning set forth in Section 2.2.

“Closing Date” shall have the meaning set forth in Section 2.2.

“Closing Date Company Expenses” shall have the meaning set forth in Section 3.3(b).

“Closing Date Leakage Amount” shall have the meaning set forth in Section 3.3(b).

“Closing Date Statement” shall have the meaning set forth in Section 3.3(b).

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Company” shall have the meaning set forth in the Preamble.

“Company Acquisition Proposal” shall have the meaning set forth in Section 7.3.

“Company Benefit Plan” means any compensation or employee benefit plan program, policy, contract, agreement or other arrangement (whether or not such plan is subject to ERISA), including any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), any “employee pension benefit plan” (as defined in Section 3(2) of ERISA) and each other plan, program policy, practice, Contract, agreement or other arrangement providing for stock options, restricted shares, stock appreciation rights or other equity or equity-based compensation, deferred compensation, managers’ insurance, pension fund, medical benefit, employment, individual consulting, bonus, severance, retention, retirement, supplemental retirement, savings, disability, medical, dental, health, life, death benefit, group insurance, profit sharing, termination, vacation pay, tuition reimbursement, gratuity, leave encashment, retrenchment, superannuation, provident fund, change-of-control, fringe, welfare or other employee benefit, in each case, whether or not funded, insured or self-funded, that is currently sponsored, maintained or contributed to, or currently required to be sponsored, maintained or contributed to, by the Company or its Subsidiaries, or under which the Company or any of its Subsidiaries has any Liability, but excluding any plan, program, fund or arrangement sponsored or maintained by any Governmental Authority.

“Company Board” shall have the meaning set forth in the Preamble.

“Company Class A Common Stock” means the Class A Common Stock of the Company, par value $0.001 per share.

“Company Class B Common Stock” means the Class B Common Stock of the Company, par value $0.001 per share.

“Company Contract” means any Contract to which the Company or any of its Subsidiaries is a party by which its assets are bound.

“Company Disclosure Letter” means the disclosure letter delivered by the Company to Parent simultaneously with the execution of this Agreement.

“Company Expenses” shall have the meaning set forth in Section 3.4.

“Company Financial Statements” means (a) the audited consolidated balance sheet of Seller and its Subsidiaries as of December 31, 2023 and December 31, 2022, and the related audited consolidated statements of operations and comprehensive loss, member’s equity, and cash flows of Seller and its Subsidiaries for the fiscal years ended December 31, 2023 and December 31, 2022 and (b) the unaudited consolidated interim balance sheet of Seller and its Subsidiaries as of March 31, 2024, and the related unaudited consolidated interim statements of operations, member’s equity, and cash flows of Seller and its Subsidiaries for the three (3) months ended March 31, 2024.

“Company Intellectual Property” means any and all (i) Intellectual Property Rights that is owned, purported to be owned, used, held for use or practiced by the Company or any of its Subsidiaries (solely or jointly) and (ii) Intellectual Property Rights licensed to the Company by any Third Party.

“Company Lease” means any lease, sublease, sub-sublease, license, occupancy agreement, and other agreement under which the Company or any of its Subsidiaries leases, subleases, licenses, uses or occupies (in each case whether as landlord, tenant, sublandlord, subtenant or by other occupancy arrangement), or has the right to use or occupy, now or in the future, any real property.

“Company Material Adverse Effect” means any fact, change, occurrence, event, effect, condition, development or circumstance (each, an “Effect”) which, individually or in the aggregate (i) does or would reasonably be expected to prevent, the Company and its Subsidiaries from consummating the Merger before the Termination Date or (ii) has had or would reasonably be expected to have a material adverse effect on the business, assets, properties, liabilities, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that solely in the case of clause (ii), in no event will any Effect relating to or resulting from, directly or indirectly, the following, alone or in combination, be deemed to constitute, or be taken into account in determining, whether there has been or will be, a Company Material Adverse Effect: (a) any change, effect or circumstance generally affecting the industries or markets in which the Company or any of its Subsidiaries operates; (b) any change or proposed change in any Law or GAAP or other accounting standards (or changes in interpretations or enforcement of any Law or GAAP or other accounting standards); (c) changes in general economic, regulatory or political conditions or the financial, credit or securities markets in general in the geographic areas in which the Company and its Subsidiaries operate (including changes in interest or exchange rates, stock, bond and/or debt prices); (d) any acts of God, natural disasters, earthquakes, hurricanes, terrorism, cyber terrorism (including a cyber-attack against or by a Governmental Authority), armed hostilities, war, epidemic, pandemic or disease outbreak (including COVID-19) or, in each case, any escalation or worsening thereof; (e) any failure by the Company or its Subsidiaries to meet estimates, budgets, plans, forecasts or projections of its revenues, earnings or other financial performance or results of operations (but not excluding any change, effect or circumstance giving rise to any such change or failure to the extent not otherwise excluded under this definition); (f) the performance, announcement or consummation of the transactions contemplated by this Agreement or any other Transaction Agreement, including the impact thereof on the relationships of the Company and its Subsidiaries with employees, suppliers, vendors, customers, partners, regulators, Governmental Authorities or other third Persons, provided that any effect of consummation of the transactions contemplated by this Agreement shall not affect the representations and warranties set forth in Section 4.5; (g) any actual or potential sequester, stoppage, shutdown, default or similar event or occurrence by or involving any Governmental Authority; (h) the identity of, or any facts or circumstances relating to, Parent or its Affiliates, their respective financing sources or investors; (i) the compliance by the Seller and the Company with the terms of this Agreement, including the taking of any action required by this Agreement or refraining from taking any action prohibited by this Agreement; (j) any action taken or refrained from being taken, in each case, to which Parent has expressly approved, consented to or requested in writing following the date of this Agreement; (k) the availability or cost of equity, debt or other financing to Parent or its Affiliates; or (l) any breach of this Agreement (or any consequence thereof) by Parent, Merger Sub or any of their respective Affiliates, except, in the case of clauses (a), (b), (c), (d) or (g) to the extent such Effect impacts the Company and its Subsidiaries, taken as whole, in a disproportionate manner relative to other companies in the industries in which the Company and its Subsidiaries operate.

“Company Patent” shall have the meaning set forth in Section 4.16(c).

“Company Permits” shall have the meaning set forth in Section 4.6.

“Company Prepared Pre-Closing Income Tax Return” shall have the meaning set forth in Section 7.12(b).

“Company Products” means each and all products (including any and all applications (or “apps”), algorithms and other software, including cloud-based service offered via the Internet) and services, manufactured, made commercially available, marketed, distributed, supported, sold, leased, imported for resale or licensed out by or on behalf of the Company or any of its Subsidiaries, or which the Company or any of its Subsidiaries has a written obligation to manufacture, make commercially available, market, distribute, support, sell, lease, import for resale, or license to any other person, in each case, (i) currently being distributed or (ii) that is in substantially final form and will be distributed within thirty (30) days following the date hereof (this clause (ii), a “Substantially Final Company Product”).

“Company Shares” shall have the meaning set forth in the Recitals.

“Company Trade Secrets” shall have the meaning set forth in Section 4.16(i).

“Confidentiality Agreement” means the Mutual Non-Disclosure Agreement, dated as of December 6, 2023, by and between Venafi, Inc., a Delaware corporation, and Parent.

“Continuing Employees” shall have the meaning set forth in Section 7.10(a).

“Contract” means any binding contract, agreement, commitment, franchise, indenture, lease, purchase order or license, whether or not in writing.

“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by Contract or otherwise.

“Covered Person” means any holder of Company Shares or any Related Party (other than a Subsidiary of the Company) of such holder or any immediate family member of such holder or Related Party; provided that a transaction with any Person (other than the Seller or any of its Affiliates) at which an immediate family member of such holder or Related Party is an employee of such Person shall not be considered to be a transaction with such Covered Person unless (i) such immediate family member is a director, officer or greater than 1% equityholder of such Person, and (ii) such Person was actually known by the Company to be a Covered Person.

“Covered Taxes” means, with respect to the Company and its Subsidiaries, an amount (which shall not be less than zero in any jurisdiction or for any standalone taxpaying entity) equal to the unpaid Taxes of the Company and its Subsidiaries for any taxable period (or portion thereof) ending on or before the Lockbox Date (whether or not yet due and payable), determined (i) based on the historical practices and procedures (including any elections, methods of accounting, and other filing positions) of the Company and its Subsidiaries and only in jurisdictions where the Company and its Subsidiaries have historically filed Tax Returns for the type of Tax at issue or in which the Company or the relevant Subsidiary recently acquired nexus for the applicable Tax; (ii) excluding any reserves for contingent Tax or uncertain Tax positions that would otherwise be required to be established by GAAP; (iii) excluding any deferred Tax items, (iv) taking into account all payments made by (or credits received in lieu thereof) the Company or any its Subsidiaries on or prior to the Lockbox Date and (v) taking into account for the applicable income Tax purposes any income Tax deductions of the Company or its Subsidiaries resulting from the Company Expenses to the extent they are deductible at a “more likely than not” (or higher) level of comfort on or before the Closing Date and can be applied under applicable income Tax Law to offset or reduce (but not below zero) an income Tax liability of the Company or its Subsidiaries that would otherwise be a Covered Tax.

“Credit Agreement” means that certain Credit Agreement, dated as of December 31, 2020, by and among Venafi Buyer, LLC, Venafi, Inc., the lenders party thereto and Truist Bank, as administrative and collateral agent, as amended by Amendment No.1 to Credit Agreement, dated as of January 31, 2023 and as amended by Amendment No. 2 to Credit Agreement, dated as of March 28, 2023.

“Data” means any data, including data that is: information, inputs, figures, facts, numbers, statistics, geographic and location information, Training Data, validation data, test data, or databases, in any form whether structured or unstructured.

“Data Partners” shall have the meaning set forth in Section 4.17(a).

“D&O Insurance” shall have the meaning set forth in Section 7.6(a).

“Determination Date” shall have the meaning set forth in Section 3.3(c).

“DGCL” means the General Corporation Law of the State of Delaware.

“Direct Parent” shall have the meaning set forth in the Recitals.

“DPA” means Section 721 of the Defense Production Act of 1950, as amended, including all implementing regulations thereof.

“DPA Act” shall have the meaning set forth in Section 1.1.

“Effective Time” shall have the meaning set forth in Section 2.3.

“Electronic Data Room” means that certain electronic data room for Project Triton hosted by Box.

“Employment Agreement” shall have the meaning set forth in the Recitals.

“Employment Laws” shall have the meaning set forth in Section 4.22(a).

“Environmental, Health, and Safety Requirements” means all applicable and binding Laws concerning worker health and safety (solely as it relates to exposure to Hazardous Substances), pollution, or the preservation or protection of the environment, including all applicable Laws relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, discharge, Release, threatened Release, or cleanup of any Hazardous Substance.

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

“ERISA Affiliate” means, with respect to any Person, any other Person that currently is, or was at the relevant time in the last six (6) years, (a) a member of any “controlled group” (as defined in Section 414(b) of the Code) of which the first Person is also a member, (b) a trade or business, whether or not incorporated, under common control (within the meaning of Section 414(c) of the Code) with the first Person or (c) a member of any affiliated service group (within the meaning of Section 414(m) of the Code) of which the first Person is also a member.

“Escrow Agent” shall have the meaning set forth in Section 3.2(c).

“Escrow Agreement” shall have the meaning set forth in Section 3.2(c).

“Estimated Cash Consideration” means the sum of (a) the Cash Purchase Price, minus (b) the Estimated Closing Date Leakage Amount, minus (d) the Estimated Closing Date Company Expenses.

“Estimated Closing Date Company Expenses” shall have the meaning set forth in Section 3.3(a).

“Estimated Closing Date Leakage Amount” shall have the meaning set forth in Section 3.3(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Shares” shall have the meaning set forth in Section 3.1(a).

“Export Control Laws” means (a) all applicable trade, export control, import, and antiboycott Laws and regulations imposed, administered, or enforced by the U.S. government, including the Arms Export Control Act (22 U.S.C. § 1778), the Export Control Reform Act of 2018 (50 U.S.C § 4801), the International Emergency Economic Powers Act (50 U.S.C. § 1701), Section 999 of the Internal Revenue Code, Title 19 of the U.S. Code, the International Traffic in Arms Regulations (22 C.F.R. Parts 120-130), the Export Administration Regulations (15 C.F.R. Parts 730-774), the U.S. customs regulations at 19 C.F.R. Chapter 1, and the Foreign Trade Regulations (15 C.F.R. Part 30), and (b) all applicable trade, export control, import, and antiboycott Laws and regulations imposed, administered or enforced by any other country, except to the extent inconsistent with the Laws of the United States.

“Financing” shall have the meaning set forth in Section 7.20(a).

“FIRPTA Certificate” shall have the meaning set forth in Section 2.2(b)(v).

“Fraud” means an intentional and knowing misrepresentation by a party hereto in the making of a representation or warranty contained in Article IV, Article V or Article VI of this Agreement or in any certificate executed and delivered by such party pursuant to the terms of this Agreement, that constitutes actual (and not constructive or equitable) common law fraud under the laws of the State of Delaware. A party hereto will be liable for or as a result of Fraud only if such party had actual (and not constructive) knowledge of such Fraud.

“Fundamental Company Representations” shall have the meaning set forth in Section 8.2(a).

“GAAP” means United States generally accepted accounting principles.

“Governing Documents” means, as applicable, (a) the articles of association, certificate of formation or incorporation and the bylaws of a corporation, company or other corporate entity, (b) the partnership agreement and any statement of partnership of a general partnership, (c) the limited partnership agreement and the certificate or articles of limited partnership of a limited partnership, (d) the operating agreement, limited liability company agreement and the certificate or articles of organization or formation of a limited liability company, (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of any other Person, and (f) any amendment to (including any amendment and restatement of) any of the foregoing.

“Government Contract” means any Contract (including any purchase, delivery or task order, basic ordering agreement, pricing agreement, letter contract, teaming agreement, joint venture, grant, cooperative agreement, other transactional authority agreement, or change order) between the Company or any of its Subsidiaries, on one hand, and (a) any Governmental Authority or (b) any contractor of a Governmental Authority (at any tier) in its capacity as a contractor, on the other hand. A purchase, task, or delivery order issued under a Government Contract shall not constitute a separate Government Contract, for purposes of this definition, but shall be part of the Government Contract to which it relates.

“Government Official” means (a) any elected or appointed government official, officer, employee or Person acting in an official or public capacity on behalf of a Governmental Authority, (b) any official or employee of a quasi-public or non-governmental international organization, (c) any employee or other Person acting for or on behalf of any entity that is wholly or partially government owned or controlled by a Governmental Authority, (d) any Person exercising legislative, administrative, judicial, executive, or regulatory functions for or pertaining to a Governmental Authority (including any independent regulator), (e) any political party official, officer, employee, or other Person acting for or on behalf of a political party and (f) any candidate for public office.

“Governmental Authority” means any federal, state or local, municipal, foreign or other government, or any political subdivision thereof, or any governmental, regulatory, judicial or administrative authority, agency, board, bureau, branch, department, division, official, commission, court or tribunal, or any other body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, or taxing authority or power of any nature, including any arbitral tribunal.

“Hazardous Substance” means substances defined, listed, classified or regulated as “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous wastes”, “restricted hazardous wastes”, “toxic substances”, “toxic pollutants”, “contaminants”, “pollutants”, “radioactive materials”, “petroleum”, “petroleum by-product”, or words of similar import and regulatory effect under any applicable Environmental, Health, and Safety Requirement.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder.

“Indebtedness” shall mean, with respect to any Person at any date, without duplication: (i) all obligations of such Person for borrowed money (including accrued breakage fees, accrued and unpaid “payable in kind (PIK)” interest and accrued and unpaid cash interest) (ii) all obligations of such Person evidenced by bonds, debentures or notes (other than any surety bonds, performance bonds, or similar instruments); (iii) all obligations of such Person in respect of letters of credit, surety bonds, performance bonds, or similar instruments, in each case solely to the extent drawn, and bankers’ acceptances issued for the account of such Person; (iv) all obligations of such Person for the deferred purchase price of property or services (other than trade debt, trade payables and short-term accruals incurred in the Ordinary Course of Business), including any so-called “earn-out” or similar payments (contingent or otherwise) in respect thereof; (v) net obligations of such Person under swaps, collars, caps, hedges, derivatives of any kind or similar instruments that will be payable upon termination thereof (assuming they were terminated on the date of determination); (vi) any accrued or earned bonuses, vacation and paid time off, together with the employer portion of any applicable payroll and similar Taxes imposed in connection therewith; (vii) any outstanding severance and restructuring obligations with respect to terminations that occurred prior to the Lockbox Date, together with the employer portion of any applicable payroll and similar Taxes imposed in connection therewith; (viii) all obligations of such Person in respect of guaranties, in any manner, or similar arrangements of all or any part of any Indebtedness of any other Person; (ix) any Indebtedness of others secured by a Lien on property or assets of such Person, whether or not the Indebtedness secured thereby has been assumed; (x) any Covered Taxes; and (xi) any breakage, prepayment and redemption premiums or penalties, unpaid fees or expenses related to any of the foregoing and breakage costs and other costs and expenses incurred as a result of the payment or prepayment of any of the foregoing as of the date of determination.

“Insurance Policies” shall have the meaning set forth in Section 4.23.

“Intellectual Property Rights” means any and all intellectual property, intellectual property rights and related proprietary rights protected, created or arising under the Laws of the United States or any other jurisdiction or under any international convention, both statutory and common law rights, whether held for use under license, whether registered or unregistered, including without limitation, the following: (i) patents and patent applications, including any and all divisionals, continuations, continuations-in-part, provisionals or reissues of patent applications and any patents issuing thereon and any reissues, reexaminations, substitutes and extensions thereof, any counterparts claiming priority therefrom, of any of the foregoing, (ii) trademarks, service marks, trade names, service names, brand names, trade dress rights, such rights in logos, corporate names and other source or business identifiers, together with the goodwill associated with any of the foregoing, and all applications, registrations, extensions and renewals thereof (“Marks”), (iii) Internet domain names, uniform resource locators and social media handles and accounts, (iv) copyrights, such rights in works of authorship, mask works and moral rights and any registrations, applications, renewals, extensions and reversions of any of the foregoing, (v) trade secrets and rights in confidential and proprietary information, know-how, designs, formulae, compositions, algorithms, procedures, methods, techniques, ideas, research and development, Data, specifications, processes, inventions and invention disclosures (whether patentable or not and whether reduced to practice or not) and improvements, in each case, excluding any of the foregoing that comprise or are protected by issued patents or published patent applications (“Trade Secrets”), (vi) rights in Software and Technology, and (vii) rights in and to AI Technologies and (viii) rights in all tangible embodiments of the foregoing.

“International Employee Plan” shall have the meaning set forth in Section 4.15(j).

“IP Assignment Agreement” shall have the meaning set forth in Section 4.16(h).

“IRS” means the U.S. Internal Revenue Service.

“IT Assets” shall have the meaning set forth in Section 4.16(r).

“Key Employee” means any employee of the Company or any of its Subsidiaries whose annual base salary is $250,000 or more.

“Knowledge” means (i) with respect to the Company, the actual knowledge after due inquiry of the individuals set forth in Section 1.1(i) of the Company Disclosure Letter, and (ii) with respect to Parent or Merger Sub, the actual knowledge after due inquiry of the individuals set forth in Section 1.1(i) of the Parent Disclosure Letter.

“Labor Contract” shall have the meaning set forth in Section 4.20(a)(xi).

“Law” means any and all domestic (federal, state or local) or foreign laws, including statutes, codes, ordinances, rules, regulations, or common law of any Governmental Authority and Orders.

“Leakage Amount” means without duplication, in each case, to the extent paid or incurred by or on behalf of the Company or its Subsidiaries after the Lockbox Date and prior to the Closing, the sum of any amounts in respect of (i) any dividend or distribution declared, paid or made, any return of capital or other distribution of profits or assets, in each case by or on behalf of the Company to or for the benefit of a Covered Person, (ii) any gifts or similar unearned payments made to or for the benefit of a Covered Person, (iii) the transfer of any assets to, or liabilities assumed or incurred for the benefit of, or otherwise paid or satisfied on behalf of, a Covered Person, in each case in excess of the consideration therefor, (iv) any payment of any nature (including any management, monitoring, service or directors’ fees, bonus or other compensation) made or agreed to be made by or on behalf of the Company or any of its Subsidiaries to or for the benefit of a Covered Person, (v) the waiver, release, discount or cancellation by the Company or any of its Subsidiaries of, or agreement to waive, release, discount or cancel any amount owed to the Company or any of its Subsidiaries by any Covered Person or by any employee of the Company or any of its Subsidiaries, (vi) the creation of any Lien over the assets or equity interests of the Company or any of its Subsidiaries in favor of, or for the benefit of, any Covered Person, (vii) the redemption, repurchase or other acquisition of Company Shares or equity interests issued by any Subsidiary of the Company, (viii) any payment of Company Expenses (excluding any Company Expenses that are paid at the Closing in accordance with Section 3.4), (ix) any agreement or arrangement giving effect to the foregoing clauses (i) to (viii), and (x) the out-of-pocket costs and expenses (including Taxes, which, for the avoidance of doubt, shall include any Taxes payable by the Company or its Subsidiaries that arise in connection with the forgiveness of any Class B Units Loan, and any withholding obligations of the Company or its Subsidiaries, on a grossed up basis to the extent such withholding obligations are not satisfied by the applicable employee party to a Class B Units Loan, that arise in connection with the forgiveness of any Class B Units Loan) incurred by the Company or any of its Subsidiaries in connection with any of the matters referred to in the foregoing clauses (i) to (ix). Notwithstanding the foregoing or anything contained herein to the contrary, the Leakage Amount shall not include (a) Permitted Leakage, (b) any action or matter taken by or on behalf of the Company or any of its Subsidiaries at the written direction of Parent and (c) any payments (regardless of form) made to any Covered Persons that are employees and agents in their capacities as such (x) in the Ordinary Course of Business as consideration for services rendered or expense reimbursement or (y) otherwise pursuant to agreements set forth on Section 1.1(ii) of the Company Disclosure Letter and made available to Parent.

“Leased Real Property” shall have the meaning set forth in Section 4.21(b).

“Liability” means any liability, obligation, commitment, expense, deficiency, guaranty or endorsement of or by any Person, whether known or unknown, and whether accrued, absolute, contingent, matured or unmatured.

“Lien” means any mortgage, license, deed of trust, pledge, hypothecation, encumbrance, security interest or other lien of any kind.

“Lockbox Date” means March 31, 2024.

“Malicious Code” means any “virus”, “worm”, “time bomb”, “key-lock”, “back door”, “trap door”, “drop dead device”, “Trojan horse”, “spyware”, “malware”, “ransomware”, or “adware” (as such terms are commonly understood in the Software industry) or any other code designed or intended to have any of the following functions: (i) disrupting, disabling, harming, or otherwise impeding or impairing in any manner the operation of, or providing unauthorized access to, any computer system, software, firmware, programs, hardware or other equipment, communication, network or other device, or (ii) damaging, altering, destroying or otherwise compromising the security, integrity or accessibility of any Data or file thereon.

“Material Company Contract” shall have the meaning set forth in Section 4.20.

“Merger” shall have the meaning set forth in the Recitals.

“Merger Consideration” shall have the meaning set forth in Section 3.1(b).

“Merger Sub” shall have the meaning set forth in the Preamble.

“Nasdaq” means The Nasdaq Global Select Market.

“Nonrecourse Party” means each past, present or future director, officer, employee, incorporator, member, partner, manager, equityholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any Party, or any past, present or future director, officer, employee, incorporator, member, partner, manager, equityholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any of the foregoing.

“Notice” shall have the meaning set forth in Section 7.4(c).

“OFAC” means the U.S. Treasury Department’s Office of Foreign Assets Control.

“Open Source Software” means any Software or its derivatives in any manner (in whole or in part) of which the source code is provided or made available to the public for at least the access and use by others under any licensing terms and conditions that permit recipients of the Software to copy, modify and distribute the Software’s source code, including but not limited to any Software licensed under or subject to terms that require source code to be provided or made available to subsequent licensees or sublicensees (regardless of whether the license requires source code to be distributed in modified form) or which may impose any other obligation or restriction with respect to a Person’s Intellectual Property Rights, including, without limitation, any software licensed under or subject to the Artistic License, the Mozilla Public License, the GNU Affero GPL, the GNU GPL, the GNU LGPL, any other license that is defined as an Open Source License by the Open Source Initiative, and any similar license or distribution model.

“Order” means any writ, decree, decision, consent, stipulation, award, order, judgment, injunction, temporary restraining order or other order of, by or with any Governmental Authority.

“Ordinary Course of Business” means, with respect to a Person, the ordinary course of business of such Person and its Subsidiaries, consistent with past practice.

“Owned Intellectual Property” means Company Intellectual Property that is owned or purported to be owned by the Company or any of its Subsidiaries.

“Parent” shall have the meaning set forth in the Preamble.

“Parent Arrangements” shall have the meaning set forth in Section 7.11.

“Parent Board” shall have the meaning set forth in the Recitals.

“Parent Equity Plans” means Parent’s 2014 Share Incentive Plan and 2020 Employee Share Purchase Plan, as amended.

“Parent Ordinary Shares” means the ordinary shares of Parent, par value NIS$0.01 per share.

“Parent Disclosure Letter” shall have the meaning set forth in Article VI.

“Parent R&W Insurance Policy” means an insurance policy issued in favor of Parent with respect to the representations and warranties of the Company set forth in this Agreement.

“Parent Released Person” shall have the meaning set forth in Section 11.16.

“Parent Releasing Person” shall have the meaning set forth in Section 11.16.

“Parent Released Claims” shall have the meaning set forth in Section 11.16.

“Parent SEC Documents” shall have the meaning set forth in Section 6.8.

“Patent Applications” shall have the meaning set forth in Section 4.16(a).

“Patriot Act” means the U.S. Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

“Paying Agent” means Acquiom Clearinghouse LLC.

“Payoff Amount” shall have the meaning set forth in Section 7.15.

“Payoff Letter” shall have the meaning set forth in Section 7.15.

“Payor” shall have the meaning set forth in Section 3.5.

“Permitted Leakage” means, with respect to the Company or any of its Subsidiaries, (i) any payment or action which Parent agrees in writing constitutes Permitted Leakage, (ii) any payments or provision of compensation or benefits (including bonuses, commissions, incentive payments, severance, termination pay, retention bonuses or similar amounts) to any directors, managers, officers, employees, consultants or other service providers of such Person in the Ordinary Course of Business of such Person, including the employer portion of all Taxes due thereon, in each case, (x) in compliance with the terms of this Agreement and (y) other than to the extent such payment would constitute a Company Expense, (iii) (x) reimbursement of expenses of an employee, director, manager, officer, consultant or other service provider of such Person in the Ordinary Course of Business of such Person and in accordance with any applicable policies of the Company and its Subsidiaries or (y) advances of expenses of an employee, director, or officer to the extent required by any Contract with such employee, director or officer, (iv) any payment by the Company or any of its Subsidiaries to the Company or any of its other Subsidiaries, (v) any indemnification of, and related advances for expenses to, such Person’s directors, managers and officers pursuant to the Company’s and its Subsidiaries’ Governing Documents (or any written indemnification agreement set forth on Section 1.1(iii) of the Company Disclosure Letter and made available to Parent) as in effect as of the date hereof, including any premiums payable in relation to the insurance coverage related thereto, (vi) any arms’ length payments to or transactions with any portfolio company of a Covered Person pursuant to commercial agreements (x) set forth on Section 1.1(iv) of the Company Disclosure Letter, or (y) in the Ordinary Course of Business for bona fide products or services in an annual aggregate amount not to exceed $812,000, provided in each of (x) and (y) that such agreement was entered into prior to the date hereof, (vii) all payments to be made pursuant to Article III (including any Company Expenses), (viii) payment or accrual of any liability specifically accounted for in the Company Financial Statements as of the Lockbox Date and (ix) any Taxes payable by the Company or any of its Subsidiaries in connection with any of the matters described in any of clauses (i) through (viii) of this definition.

“Permitted Liens” means (a) any Lien for Taxes or utilities not yet due or delinquent, or, in the case of Taxes, Liens for Taxes that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been established on the Company Financial Statements in accordance with GAAP, (b) Liens on or relating to real property (including easements, covenants, rights of way, zoning and other land use restrictions and similar restrictions) that (i) are matters of record, (ii) are imposed by any Governmental Authority having jurisdiction thereon or by Law or otherwise or typical for the applicable property type and locality, (iii) would be disclosed by a current, accurate survey or physical inspection of such real property, or (iv) do not materially interfere with the present uses of such real property, (c) construction, mechanic’s, materialmen’s, laborer’s, workmen’s, repairmen’s, carrier’s and similar Liens, including all statutory Liens, arising or incurred in the Ordinary Course of Business, (d) Liens constituting a lease, sublease or occupancy agreement that gives any Person any right to occupy any real property, (e) purchase money Liens or Liens securing rental payments under capital lease arrangements, (f) Liens which are set forth in any permits, licenses, governmental authorizations, registrations or approvals that have been disclosed to Parent prior to the date hereof, (g) non-exclusive licenses to Intellectual Property Rights granted in the Ordinary Course of Business and (h) Liens identified in Section 1.1(v) of the Company Disclosure Letter.

“Person” means an individual, a corporation (including non-for-profit corporation), general or limited partnership, limited liability company, unlimited liability company, joint venture, association, Governmental Authority, unincorporated organization, trust or any other entity of any kind or nature.

“Personal Information” means any information or Data, in any form, that (a) is capable, directly or indirectly, of being associated with, related to or linked to, or used to identify, describe, contact or locate, a natural Person, device or household, including name, identification number, location Data, online identifier, address, telephone number, Internet protocol address, customer or account number, browsing history, search history or other website, application or online activity or usage Data, biometric Data, personal information reflected in photographs or video, or any other piece of information that alone or in combination with other information allows the identification of a natural Person and/or (b) is otherwise considered “personally identifiable information”, “personal data”, “personal information”, “protected health information”, “nonpublic personal information” and/or any similar term under applicable Laws and/or Privacy Requirements.

“Price Adjustment Escrow Cash Amount” shall have the meaning set forth in Section 3.2(c).

“Privacy Laws” means all Laws, and legally binding guidance, guidelines or standards, in each case as amended, consolidated, re-enacted or replaced from time to time, relating to cybersecurity, privacy, Processing of Personal Information, data breach notification, Social Security number protection, website and mobile application Privacy Policies and practices, the Processing and security of payment card information, wiretapping, the interception of electronic communications, the tracking or monitoring of online activity, data- or web-scraping, consumer protection, advertising or marketing, or email, text message, or telephone communications, including the General Data Protection Regulation (EU 2016/679) (“GDPR”), the e-Privacy Directive (Directive 2002/58/EC), any national laws which implements the GDPR and the e-Privacy Directive, the UK Data Protection Act 2018 (“DPA Act”), the UK General Data Protection Regulation as defined by the DPA Act as amended by the Data Protection, Privacy and Electronic Communications (etc.) (EU Exit) Regulations 2019 (together with the DPA Act, the “UK GDPR”), and the Privacy and Electronic Communications Regulations 2003, and together with any subordinate or related legislation made under any of the foregoing and all legally binding guidance issued by the any supervisory authority or similar body including, the European Data Protection Board (as applicable), the Federal Trade Commission Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, the Children’s Online Privacy Protection Act, the Computer Fraud and Abuse Act, the Electronic Communications Privacy Act, the Fair Credit Reporting Act, the Fair and Accurate Credit Transaction Act, the Health Insurance Portability and Accountability Act, the Gramm-Leach-Bliley Act, the Illinois Biometric Information Act, the California Consumer Privacy Act (“CCPA”) and any Laws enacted and in effect in other U.S. states including the Colorado Privacy Act, the Connecticut Data Privacy Act and the Virginia Consumer Data Protection Act (such laws, with the CCPA, collectively the “U.S. Privacy Laws”), and the Payment Card Industry Data Security Standard.

“Privacy Policy” means all published policies, notices, statements, and procedures relating to Personal Information and/or the privacy, security or operation of any IT Assets (and all Data stored, transmitted, or processed thereby).

“Privacy Requirements” shall have the meaning set forth in Section 4.17(a).

“Process”, “Processed” or “Processing” means any operation or set of operations which is performed on Protected Information, such as the use, collection, processing, storage, recording, organization, adaption, alteration, transfer, retrieval, consultation, disclosure, dissemination or combination of such Protected Information, and/or is considered “processing” by any applicable Laws and/or Privacy Requirements.

“Protected Information” means (a) Personal Information, (b) any trade secrets owned by the Company, a Subsidiary of the Company or a customer that is Processed by or on behalf of the Company in electronic form through IT Assets and (c) any sensitive or confidential third party information which the Company is contractually bound to keep confidential.

“PTO” shall have the meaning set forth in Section 4.16(a).

“Registered Company Intellectual Property” means all Owned Intellectual Property that has been issued by, registered with, or the subject of an application filed with, as applicable, the United States Patent and Trademark Office, the United States Copyright Office, private domain name registrar, or any similar office or agency anywhere in the world.

“Registration Rights Agreement” means the Registration Rights Agreement by and between Parent and the Seller, in the form attached hereto as Exhibit B.

“Regulatory Filing” means any filing or submission made to the requesting Governmental Authority in connection with the Antitrust Approvals or CFIUS Approval.

“Related Party” of a Person means such Person and its shareholders, partners, members, Affiliates, directors, officers, employees, controlling persons and agents.

“Related Party Agreements” shall have the meaning set forth in Section 4.24.

“Release” means any release, spill, emission, discharge, leaking, pumping, injection, deposit, disposal, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater and surface or subsurface strata).

“Remedies Exception” shall have the meaning set forth in Section 4.20(b).

“Representatives” means, with respect to any Person, any Subsidiary of such Person and such Person’s and each of its respective Subsidiaries’ directors (in their capacity as such), officers, employees, investment bankers, financial advisors, attorneys, accountants or other advisors, agents or representatives.

“Requisite Company Stockholder Approval” means the affirmative votes of the holders of a majority of the Company Shares voting to approve this Agreement and the transactions contemplated hereby, including the Merger.

“Sanctioned Country” means a country or territory that is the target of comprehensive Sanctions (at the time of this Agreement being Iran, Cuba, Syria, North Korea, the Crimea region of Ukraine, the so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic).

“Sanctioned Person” means any Person, at any time, that is the target of Sanctions, including (a) a Person listed in any Sanctions-related list of designated or sanctioned Persons maintained by OFAC or the U.S. Department of State, by the United Nations Security Council, the European Union, any European Union member state, or the United Kingdom, (b) any Person operating, organized or resident in a Sanctioned Country, (c) the government of a Sanctioned Country or the Government of Venezuela; or (d) any Person, directly or indirectly, 50% or more owned or controlled by any such Person or Persons or acting for or on behalf of such Person or Persons.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered, or enforced by relevant Governmental Authorities, including those administered by the U.S. Government through OFAC or the U.S. Department of State, the European Union or its Member States, Her Majesty’s Treasury of the United Kingdom, or the United Nations Security Council.

“SEC” means the U.S. Securities and Exchange Commission.

“Section 83(b) Election” shall have the meaning set forth in Section 4.15(n).

“Section 280G” shall have the meaning set forth in Section 7.11.

“Section 280G Vote” shall have the meaning set forth in Section 7.11.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Seller” shall have the meaning set forth in the Preamble.

“Seller Releasing Person” shall have the meaning set forth in Section 11.16.

“Seller Released Person” shall have the meaning set forth in Section 11.16.

“Seller Released Claims” shall have the meaning set forth in Section 11.16.

“Seller Stockholder Consent” shall have the meaning set forth in the Recitals.

“Share Amount” means an amount equal to 2,285,076 Parent Ordinary Shares.

“Share Consideration” shall have the meaning set forth in Section 3.1(b)(i).

“Shared Filing Fees” shall have the meaning set forth in Section 7.4(f).

“Share Issuance” means the issuance by Parent of the Share Consideration.

“Software” means all (a) computer programs and other software, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code or other form, (b) databases and other computerized compilations, (c) descriptions, flowcharts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons and (d) all documentation including user manuals and other training documentation related to any of the foregoing.

“Subsidiary” of any Person, means any corporation, partnership, joint venture or other legal entity of which such Person (either above or through or together with any other Subsidiary), owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

“Surviving Corporation” shall have the meaning set forth in Section 2.1.

“Tax” means any and all direct and indirect taxes and other charges in the nature of a tax (together with any and all interest, penalties and additions to tax) imposed by any Governmental Authority including taxes on or with respect to income, branch profits, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, Medicare, social security, National Insurance Contribution or other social insurance contribution; taxes in the nature of excise, severance, occupation, premium, withholding, ad valorem, stamp, transfer, license, environmental, unemployment, disability, registration, value added, or gains taxes and customs duties, tariffs, alternative or add-on minimum or estimated tax and similar charges or other tax of any kind whatsoever. The term “Tax” shall include in each case with respect to the foregoing, any interest, penalty or other addition to such amounts.

“Tax Authority” means any Governmental Authority responsible for the imposition, collection or, administration of matters pertaining to Taxes.

“Tax Returns” means returns, reports, filings, elections, declarations or other information or information statements, including any amendments, schedule or attachment thereto, with respect to Taxes filed or required to be filed with any Tax Authority.

“Technology” means (a) all (i) works of authorship (including software, firmware, and middleware in source code and executable code form, architecture, databases, plugins, libraries, application programming interfaces, interfaces, algorithms and documentation); (ii) inventions (whether or not patentable), designs, discoveries and improvements; (iii) proprietary, confidential and/or technical Data and information, Trade Secrets and know-how; (iv) databases, Data compilations and collections, and customer and technical Data, (v) methods and processes, and (vi) devices, prototypes, designs, specifications and schematics and (b) tangible items constituting, disclosing, embodying or from which any Company Intellectual Property was derived, including all versions thereof.

“Termination Date” shall have the meaning set forth in Section 9.1(b)(i).

“Third Party” means any Person or group other than Parent, Merger Sub and their respective Affiliates.

“Top Customers” shall have the meaning set forth in Section 4.19.

“Top Suppliers” shall have the meaning set forth in Section 4.19.

“Training Data” means any Data the Company has used to train or improve the Company’s or any of its Subsidiaries’ AI Technologies.

“Transaction Agreements” means this Agreement, the Escrow Agreement, the Registration Rights Agreement, the Employment Agreements, the Restrictive Covenant Agreements, and the Confidentiality Agreement.

“Transfer Tax” means any transfer, sales, use, stamp, documentary, registration, conveyance, recording, or other similar tax (and any interest, penalty, or addition with respect thereto). For the avoidance of doubt, “Transfer Taxes” shall not include Taxes measured by gross or net income or capital gains.

“Treasury Regulations” means the regulations promulgated by the U.S. Department of the Treasury under the Code, as such regulations may be amended from time to time.

“Union” means any labor union, works council, labor organization, or similar labor organization or employee representative body.

“WARN Act” shall have the meaning set forth in Section 4.22(e).

“Willful Breach” shall have the meaning set forth in Section 9.2.

ARTICLE II.

THE MERGER

Section 2.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company, the separate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation in the Merger (hereinafter referred to for the periods at and after the Effective Time as the “Surviving Corporation”) as a wholly-owned direct subsidiary of Direct Parent.

Section 2.2 Closing.

(a) The closing of the transactions contemplated hereby, including the Merger (the “Closing”), will take place at the offices of Latham & Watkins LLP in New York, New York or remotely by exchange of electronic documents and signatures at 8:00 a.m., New York City time, on the third (3rd) Business Day after satisfaction or (to the extent permitted by Law) waiver of each of the conditions set forth in Article VIII (other than those conditions that by their terms or nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions); provided, that the Closing shall not occur prior to August 22, 2024 without Parent’s and the Seller’s prior written consent. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”

(b) At or prior to the Closing, the Company shall deliver to Parent:

(i) the Escrow Agreement duly executed by the Seller;

(ii) the Registration Rights Agreement duly executed by the Seller;

(iii) the Payoff Letter as contemplated by Section 7.15;

(iv) written resignations of the directors and officers, as applicable, of the Company and each of its Subsidiaries as requested by Parent no later than five (5) days prior to the Closing Date;

(v) (A) an IRS Form W-9 duly executed by Seller, and (B) a certificate and an IRS notice, conforming with the requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3) and certifying that interests in the Company do not constitute “United States real property interests” under Section 897(c) of the Code, in each case, in form and substance set forth on Exhibit C (collectively, the “FIRPTA Certificate”);

(vi) evidence of termination of the Related Party Agreements as contemplated by Section 7.14; and

(vii) the Leakage Certificate, in the form of Exhibit D duly executed by an authorized officer of the Company.

(i) the Escrow Agreement duly executed by the Escrow Agent and Parent; and

(ii) the Registration Rights Agreement duly executed by Parent.

Section 2.3 Effective Time. Concurrently with the Closing, the Company and Merger Sub shall cause a certificate of merger in the form attached hereto as Exhibit E and executed in accordance with the relevant provisions of the DGCL (the “Certificate of Merger”) to be filed with the Secretary of State of the State of Delaware. The date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or such other date and time as agreed by Parent and the Company and specified in the Certificate of Merger is referred to in this Agreement as the “Effective Time.”

Section 2.4 Effects of the Merger. The Merger shall have the effects set forth in the applicable provisions of the DGCL, this Agreement and the Certificate of Merger. Without limiting the generality of the foregoing, from and after the Effective Time, the Surviving Corporation shall possess all properties, rights, privileges, powers and franchises of the Company and Merger Sub, and all of the claims, obligations, Liabilities, debts and duties of the Company and Merger Sub shall become the claims, obligations, Liabilities, debts and duties of the Surviving Corporation.

Section 2.5 Certificate of Incorporation and Bylaws of the Surviving Corporation. Subject to Section 7.6, at the Effective Time, the Parties shall cause (a) the certificate of incorporation of the Surviving Corporation to be amended and restated in its entirety to read the same as the certificate of incorporation of Merger Sub immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be the name of the Company immediately prior to the Effective Time (the “Charter”), until thereafter amended as provided therein or in accordance with applicable Law and (b) the bylaws of the Surviving Corporation to be amended and restated in their entirety to read the same as the bylaws of Merger Sub immediately prior to the Effective Time, except that the bylaws shall reflect the name of the Surviving Corporation in accordance with clause (a) (the “Bylaws”).

Section 2.6 Board of Directors. The Parties shall take all actions necessary to cause at the Effective Time, the members of the board of directors of Merger Sub immediately prior to the Effective Time shall become the members of the board of directors of the Surviving Corporation, each to hold office in accordance with the Charter until his or her respective successor shall have been duly elected, designated or qualified, or until his or her earlier death, incapacitation, retirement, resignation or removal in accordance with the Charter and the Bylaws.

Section 2.7 Officers. The Parties shall take all actions necessary to cause immediately following the Effective Time, the officers of Merger Sub immediately prior to the Effective Time shall become the officers of the Surviving Corporation from and after the Effective Time, until their respective successors are duly elected or appointed and qualified in accordance with applicable Law or their earlier death, incapacitation, retirement, resignation or removal in accordance with the Charter and the Bylaws.

ARTICLE III.

EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES

Section 3.1 Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub:

(a) Cancellation of Excluded Shares. Each Company Share held by the Company or any Subsidiary of the Company (each of such Company Shares, an “Excluded Share” and collectively, the “Excluded Shares”), in each case, immediately prior to the Effective Time, shall automatically be canceled and retired and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof.

(b) Conversion of Company Shares. All Company Shares issued and outstanding immediately prior to the Effective Time (excluding Excluded Shares canceled pursuant to Section 3.1(a)) shall be automatically converted into the right to receive:

(i) an aggregate number of duly authorized, validly issued, fully paid and non-assessable Parent Ordinary Shares equal to the Share Amount (the “Share Consideration”); and

(ii) an aggregate amount in cash, equal to the Estimated Cash Consideration (as adjusted by Section 3.3(d), the “Cash Consideration” and together with the Share Consideration, the “Merger Consideration”).

The Company Shares to be converted as provided in this Section 3.1 shall, by virtue of the Merger and without any action on the part of Seller, as the sole holder of all of the Company Shares issued and outstanding immediately prior to the Effective Time, be automatically canceled and shall cease to exist, and Seller shall cease to have any rights with respect to such Company Shares other than the right to receive for such Company Shares the Merger Consideration.

(c) Merger Sub. Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation and constitute the only issued and outstanding shares of the Surviving Corporation.

(d) Adjustments. Notwithstanding anything in this Agreement to the contrary, if at any time during the period between the date of this Agreement and the Effective Time, any change in the number or character of outstanding Parent Ordinary Shares shall occur by reason of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution thereon with a record date during such period, the Share Consideration and any other similarly dependent items, as the case may be, shall be equitably adjusted to provide the same economic effect as contemplated by this Agreement. Nothing in this Section 3.1(d) shall be construed to permit any action that is otherwise prohibited or restricted by any other provision of this Agreement (including, for the avoidance of doubt, Section 7.1).

Section 3.2 Closing Payments. At the Closing, on the terms and subject to the conditions set forth in this Agreement:

(a) Payment of Estimated Cash Consideration. Parent shall deliver, or cause to be delivered to the Seller (or to the Paying Agent at the Seller’s direction), as the sole holder of all of the Company Shares issued and outstanding immediately prior to the Effective Time, an amount in cash equal to the Estimated Cash Consideration less the Price Adjustment Escrow Cash Amount, by wire transfer of immediately available funds to the account(s) designated by Seller (which account(s) shall be designated by Seller to Parent in writing at least five (5) Business Days prior to the Closing Date).

(b) Issuance of Share Consideration. Parent shall issue and deliver to the Seller, as the sole holder of all of the Company Shares issued and outstanding immediately prior to the Effective Time, the Share Consideration, duly authorized, validly issued, fully paid and non-assessable and not subject to any option, call, preemptive, subscription or other similar rights and free and clear of all Liens, other than restrictions on transfer imposed by applicable federal and state securities Laws and under the Governing Documents of Parent, and the Registration Rights Agreement. Parent shall deliver to the Seller evidence of the issuance of the Share Consideration in book-entry form. Parent shall cause its transfer agent to take such actions as are necessary to give effect to the issuance of the Share Consideration at the Closing.

(c) Deposit of the Price Adjustment Escrow Cash Amount. Parent shall deposit, or cause to be deposited, with Acquiom Clearinghouse LLC (the “Escrow Agent”) an amount in cash equal to $10,000,000 (the “Price Adjustment Escrow Cash Amount”), by wire transfer of immediately available funds to an account designated in writing by the Escrow Agent at least three (3) Business Days prior to the Closing Date, which amount shall be held in trust in a separate account (the “Adjustment Escrow Account”), pursuant to the terms an escrow agreement, to be entered into at Closing among the Seller, Parent and the Escrow Agent, substantially in the form attached hereto as Exhibit F (the “Escrow Agreement”) .

Section 3.3 Adjustment.

(a) Estimated Cash Consideration. Not later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent a written statement setting forth its good faith estimate of (1) the Estimated Cash Consideration, (2) the Closing Date Leakage Amount (“Estimated Closing Date Leakage Amount”), and (3) the Closing Date Company Expenses (“Estimated Closing Date Company Expenses”). The Company shall prepare the foregoing estimates in good faith with reasonable detail and, following the delivery of such estimates and prior to the Closing, upon Parent’s written request, shall provide Parent with reasonable access during normal business hours (and in a manner that does not unduly interfere with the normal business operations of the Company or its Subsidiaries) to the relevant books and records pertaining to or used in connection with the preparation of such estimates. The Company will consider in good faith any reasonable comments by Parent to the estimates provided in accordance with this Section 3.3(a); provided, that in the event of a disagreement with respect to such estimates, the Company’s estimates shall be final for purposes of the Closing.

(b) As soon as reasonably practicable following the Closing Date, and in any event within ninety (90) days thereof, Parent shall prepare and deliver to the Seller a written statement setting forth its good faith estimate of (i) a calculation of the Leakage Amount as of the Adjustment Time (“Closing Date Leakage Amount”), (ii) a calculation of the aggregate amount of all Company Expenses as of the Adjustment Time (“Closing Date Company Expenses”) and (iii) the resulting Adjustment Amount (the foregoing clauses (i)-(iii), collectively, the “Closing Date Statement”). Parent shall prepare the Closing Date Statement in good faith with reasonable detail and,following Parent’s delivery of the Closing Date Statement, Parent shall provide Seller and its Representatives reasonable access during normal business hours (and in a manner that does not unduly interfere with the normal business operations of Parent or its Subsidiaries) to the relevant books and records pertaining to or used in connection with the preparing of the Closing Date Statement and Parent’s calculations reflected therein (subject to the execution of customary work paper access letters, if requested) as may be reasonably requested by Seller in connection with its review of the Closing Date Statement.

(c) If Seller disagrees with the calculation of any items set forth in the Closing Date Statement, it shall notify Parent of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement and its calculation of the Closing Date Leakage Amount and/or the Closing Date Company Expenses, as applicable, within thirty (30) days after its receipt of the Closing Date Statement. In the event that the Seller does not provide such a notice of disagreement within such thirty (30)-day period, the Seller shall be deemed to have accepted the calculation of the Closing Date Leakage Amount and the Closing Date Company Expenses delivered by Parent which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided, Parent and Seller shall use commercially reasonable efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculations of the Closing Date Leakage Amount and/or the Closing Date Company Expenses. If, at the end of such period, they are unable to resolve such disagreements, then an independent accounting firm of recognized national standing (which firm does not have any material conflicts with respect to Parent, Seller or their respective Affiliates) as may be mutually selected and agreed upon by Parent and Seller (the “Auditor”) shall resolve any disagreements that were presented in Seller’s notice of disagreement and remain unresolved. Each of Parent and Seller shall promptly after engagement of the Auditor provide their assertions regarding the Closing Date Leakage Amount and/or the Closing Date Company Expenses, as applicable, in writing to the Auditor and to each other and each of Parent and Seller shall reasonably cooperate with the Auditor. The Auditor shall be instructed to render its determination with respect to only such disagreements as soon as reasonably practicable (which Parent and Seller agree shall not be later than the later of the date that is forty-five (45) days following the date on which the Auditor is retained or the date provided in the Auditor’s engagement letter). The Auditor shall act only as an expert and not as an arbitrator, and shall base its determination solely on (i) the written submissions of Parent and Seller and shall not conduct an independent investigation and (ii) the extent (if any) to which the Closing Date Leakage Amount and/or the Closing Date Company Expenses require adjustment (only with respect to the remaining disagreements that were included in Seller’s notice of disagreement and submitted to the Auditor) in order to be determined in accordance with Section 3.3(b) (including the definitions of the defined terms used in Section 3.3(b)). Neither Parent, the Seller nor any of their respective Affiliates or Representatives shall have any ex parte conversations or meetings with the Auditor in connection with any dispute submitted pursuant to this Section 3.3(c) without the prior consent of the other Party. The determination of the Auditor for each item of disagreement submitted to it shall (x) be within the range of values assigned to such item by Parent and Seller in their respective written assertions to the Auditor and (y) be final, conclusive and binding on the parties (absent Fraud or manifest error). The date on which the Closing Date Leakage Amount and the Closing Date Company Expenses are finally determined in accordance with this Section 3.3(c) is hereinafter referred to as the “Determination Date”. All fees and expenses of the Auditor relating to the work, if any, to be performed by the Auditor hereunder shall be borne between Parent, on the one hand, and Seller on the other, based on the percentage which the portion of the total contested amounts submitted to the Auditor and not awarded to such party as determined by the Auditor bears to the total amounts contested by the parties and submitted to the Auditor.

(d) If the Adjustment Amount is a positive number, then the Cash Consideration shall be increased by the Adjustment Amount up to a maximum of the Price Adjustment Escrow Cash Amount and the Adjustment Amount shall be paid in accordance with Section 3.3(e), up to a maximum of the Price Adjustment Escrow Cash Amount. If the Adjustment Amount is a negative number, then the Cash Consideration shall be decreased by the absolute value of the Adjustment Amount up to a maximum of an amount equal to the amount of the Price Adjustment Escrow Cash Amount and the Adjustment Amount shall be paid in accordance with Section 3.3(f), up to a maximum of an amount equal to the amount of the Price Adjustment Escrow Cash Amount.

(e) If the Adjustment Amount is a positive number, then:

(i) Parent shall deliver (or cause to be delivered) within three (3) Business Days following the Determination Date to (or as directed by) Seller a cash payment in an amount equal to the Adjustment Amount, up to a maximum amount equal to the amount of the Price Adjustment Escrow Cash Amount; and

(ii) Seller and Parent shall each, within three (3) Business Days following the Determination Date, deliver a joint written instruction directing the Escrow Agent to release from the Adjustment Escrow Account to (or as directed by) Seller a cash payment in an amount equal to the Price Adjustment Escrow Cash Amount.

Neither Parent nor Merger Sub shall be liable, and the Seller and its equityholders will not look to Parent or Merger Sub, to the extent the Adjustment Amount exceeds an amount equal to the amount of the Price Adjustment Escrow Cash Amount.

(f) If the Adjustment Amount is a negative number, then Seller and Parent shall each, within three (3) Business Days after the Determination Date, direct the Escrow Agent to:

(i) pay to Parent from the Adjustment Escrow Account an aggregate amount equal to the absolute value of the Adjustment Amount, up to a maximum of the Price Adjustment Escrow Cash Amount; and

(ii) release to Seller from the Adjustment Escrow Account a cash payment in an amount equal to the excess (if any) of the Price Adjustment Escrow Cash Amount over the absolute value of the Adjustment Amount.

Neither Seller nor any of its equityholders shall be liable, and Parent and Merger Sub will not look to Seller or its equityholders, to the extent the absolute value of the Adjustment Amount exceeds the Price Adjustment Escrow Cash Amount.

(g) Any amount that is paid pursuant to this Section 3.3 shall be treated by the parties for Tax purposes as an adjustment of the Cash Consideration to the fullest extent permitted by Law.

(h) Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 3.3 shall be the exclusive mechanism for resolving disputes regarding the adjustment, if any, to the Cash Consideration. Judgment may be entered upon the determination of the Auditor in any court having jurisdiction over Parent or Seller, as applicable, against which such determination is to be enforced.

Section 3.4 Company Expenses. No later than three (3) Business Days prior to the Closing Date, the Company shall provide to Parent a written report setting forth a list of the following fees, expenses and payments incurred or payable by the Company or any of its Subsidiaries in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, to the extent such fees, expenses and payments are unpaid as of the Adjustment Time: (a) the fees and disbursements of outside counsel to the Company or any of its Subsidiaries, (b) the fees and expenses of any other agents, advisors (including financial and accounting advisors), consultants and experts employed by the Company or any of its Subsidiaries, (c) all obligations and liabilities, whether payable immediately or in the future, that are payable to current or former directors, officers, employees or individual independent contractors of the Company or any of its Subsidiaries solely as a result of the consummation of the transactions contemplated by this Agreement, including all “single trigger” change of control, transaction, unit appreciation, phantom unit, retention or stay bonus, severance and similar obligations, but excluding any such payments that become due as a result of any termination of employment by Parent or any of its Subsidiaries following the Closing or otherwise specifically requested in writing by Parent, (d) any outstanding severance and restructuring obligations with respect to terminations that occurred or occur after the Lockbox Date but prior to the Closing Date, other than in connection with terminations of employment or service specifically requested by Parent or its Affiliates, (e) the employer portion of any payroll or similar Taxes payable in connection with the obligations and liabilities included in clauses (c) and (d), (f) Transfer Taxes and associated costs includible as Company Expenses pursuant to Section 11.5, (g) one half of all filing fees payable by the parties and their respective Affiliates in connection with obtaining the Antitrust Approvals and CFIUS Approval, and (h) all costs payable in connection with obtaining the D&O Insurance (the items set forth in clauses (a)-(h) collectively, the “Company Expenses”). At the Closing, Parent shall pay (or cause one of its Subsidiaries to pay) to each Third Party designated by the Company, by wire transfer of immediately available funds, the Company Expenses attributable to such Third Party.

Section 3.5 Withholdings. Each of Parent (and any of its Affiliates and Representatives), the Company and its Subsidiaries, and Seller (each, a “Payor”) shall be entitled to deduct or withhold from any amounts payable in connection with the transactions contemplated by this Agreement (including, for the avoidance of doubt, any amounts deliverable in respect of the Share Consideration) such amounts as Parent or any other Payor shall reasonably determine are required to be deducted and withheld with respect to the making of such payment under the any provision of applicable Tax Law; provided that except (a) with respect to payments in the nature of compensation for services (provided that no withholding shall be permitted with respect to payments in respect of Class B Units unless mutually agreed by Parent and Seller), or (b) if the Company fails to deliver the IRS Form W-9 and the FIRPTA Certificate as described in Section 2.2(b)(v), if any Payor determines that an amount is required to be deducted and withheld, such Payor shall use commercially reasonable efforts to give the Person in respect of which such deduction and withholding is proposed to be made prior written notification of its intention to make any such deduction or withholding and shall reasonably cooperate with such Person, at such Person’s expense for any non-de minimis out-of-pocket costs, to mitigate, reduce or eliminate any such deduction or withholding. To the extent that amounts are required by law to be withheld or deducted and, to the extent required, are paid over to the appropriate Tax Authority by Payor, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made by Payor.

Section 3.6 Transfers; No Further Ownership Rights. At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no registration of transfers on the stock transfer books of the Company or the Surviving Corporation of Company Shares that were outstanding immediately prior to the Effective Time.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as disclosed in the Company Disclosure Letter, the Company hereby represents and warrants to Parent and Merger Sub as follows:

Section 4.1 Organization.

(a) Each of the Company and its Subsidiaries is (i) a corporation or other legal entity duly organized or formed, validly existing and (to the extent applicable) in good standing, under the laws of its jurisdiction of organization or formation and has the requisite corporate or similar entity power and authority to conduct its business as it is now being conducted and to own and use the properties owned and used by it and (ii) duly qualified or licensed as a foreign entity to do business, and (to the extent applicable) is in good standing, in each jurisdiction in which the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary; except where the failure to be so qualified or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(b) The Company has made available to Parent true, complete and correct copies of the Governing Documents of the Company and its Subsidiaries, in each case, as in effect as of the date of this Agreement.

Section 4.2 Capitalization.

(a) The authorized capital stock of the Company is 11,100,000 shares of common stock, of which 100,000 shares are designated as Class A Common Stock and 11,000,000 shares are designed as Class B Common Stock. There are (i) 6,840.81 shares of Company Class A Common Stock issued and outstanding, (ii) 9,296,477.69 shares of Company Class B Common Stock issued and outstanding and (iii) no Company Shares are held by the Company as treasury shares.

(b) No capital stock of, or other equity interests in, the Company, or options, warrants or other rights to acquire any such capital stock or other equity interests are outstanding or reserved for issuance. All outstanding capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable, are free and clear of all Liens other than restrictions on transfer imposed by applicable federal and state securities Laws and under the Governing Documents of the Company and have not been issued in violation of any preemptive rights. Seller is the sole holder of Company Shares.

(c) Except (i) as contemplated in the Governing Documents of the Company, and (ii) as permitted under Section 7.1, there are no outstanding subscriptions, options, warrants, call rights, preemptive rights, phantom equity, other Contracts convertible securities or other similar rights, agreements or commitments to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver or sell additional capital stock of, or other equity interests in, or securities convertible into, or exchangeable or exercisable for, capital stock of, or other equity interests in, the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call rights, preemptive rights or other Contracts.

(d) Except as set forth on Section 4.2(d) of the Company Disclosure Letter, the Company is not, and has not been, a party to any voting trust or other Contract with respect to the voting, redemption, sale, issuance, transfer or other disposition of the Company Shares or any security of the Company or its Subsidiaries. There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any equity securities of any Subsidiary of the Company.

Section 4.3 Subsidiaries. Section 4.3 of the Company Disclosure Letter sets forth a true, correct and complete list of: (i) the name and jurisdiction of organization or formation, as applicable, of each Subsidiary of the Company, (ii) the jurisdiction, if any, where each Subsidiary of the Company is registered to do business, (iii) the authorized capital stock or other equity interests of each such Subsidiary of the Company and (iv) the Company’s equity ownership thereof. Other than equity interests in the Subsidiaries of the Company set forth in Section 4.3 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries owns any shares of capital stock of, or other equity interests in, any Person, or options, warrants, call rights, preemptive rights, other Contracts or other rights to acquire any such capital stock or other equity interests. Except as contemplated in the Governing Documents of the Subsidiaries of the Company, there are no outstanding subscriptions, options, warrants, call rights, preemptive rights or other Contracts, convertible securities or other similar rights, agreements or commitments to which a Subsidiary of the Company is a party or by which such Subsidiary is bound obligating such Subsidiary to issue, deliver or sell additional shares of capital stock of, or other equity interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity interests in, such Subsidiary or obligating such Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call rights, preemptive rights or other Contracts. All outstanding shares of capital stock or other equity interests (as applicable) of the Company’s Subsidiaries are duly authorized, validly issued, fully paid and non-assessable, are free and clear of all Liens (other than restrictions on transfer imposed by applicable Laws and under the Governing Documents of such Subsidiaries) and have not been issued in violation of any preemptive rights. Except as set forth in Section 4.3 of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries owns any stock, partnership interest, joint venture interest or other equity ownership interest in any Person other than the Subsidiaries of the Company and has not agreed and is not obligated to make any future investment in or capital contribution or advance to any Person.

Section 4.4 Authorization.

(a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Agreements to which it is a party, and, subject to obtaining the Requisite Company Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Merger. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby, including the Merger (other than with respect to the consummation of the Merger, the receipt of the Requisite Company Stockholder Approval and the filing of the Certificate of Merger with the Secretary of State of the State of Delaware). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).

(b) Prior to the execution of this Agreement in compliance with the requirements of the DGCL and the Company’s Governing Documents, the Company Board has unanimously, subject to the terms and conditions of this Agreement, (i) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable, fair to, and in the best interests of the Company and the holders of Company Shares, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement, and (iii) resolved to recommend to the holders of Company Shares the approval of this Agreement, the Merger and the other transactions contemplated by this Agreement, which resolutions have not been rescinded, modified or withdrawn in any way.

(c) The Requisite Company Stockholder Approval is the only vote of the holders of any Company Shares necessary (under applicable Law or otherwise) to consummate the Merger and the other transactions contemplated by this Agreement and the Seller Stockholder Consent will, upon delivery pursuant to Section 7.17, constitute the Requisite Company Stockholder Approval. The Requisite Company Stockholder Approval, once obtained, has not been rescinded, modified or withdrawn in any way.

Section 4.5 No Conflict; Required Consents.

(a) Except as set forth on Section 4.5(a) of the Company Disclosure Letter, none of the execution and delivery of this Agreement by the Company, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement, or the performance by the Company of its obligations hereunder will (i) conflict with or violate the Governing Documents of the Company, (ii) assuming the consents, registrations, filings, notices, approvals and authorizations specified in Section 4.5(b) have been obtained or made and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver has been satisfied, conflict with or violate any Law or (iii) result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of consent, termination, amendment, acceleration or cancellation of, or result in the creation of a Lien, upon any of the properties or assets of the Company pursuant to, any Material Company Contract to which the Company is a party or by which any property or asset of the Company is bound (excluding any Company Benefit Plan), except, in each case, to the extent that the occurrence of any of the events described in the foregoing clauses (ii) or (iii) would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(b) Other than as set forth in Section 4.5(b) of the Company Disclosure Letter, none of the execution and delivery of this Agreement by the Company, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement, or the Company’s performance of its obligations hereunder will require any consent, approval, authorization, waiver or permit of, or filing with or notification to, any Governmental Authority, except for (i) approvals pursuant to the requirements of the HSR Act and any other Antitrust Approvals, (ii) the CFIUS Approval, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware with respect to the consummation of the Merger, and (iv) such other consents, approvals, authorizations or permits, filings or notifications, the failure of which to have, make or obtain, as applicable, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

Section 4.6 Permits and Licenses. The Company and its Subsidiaries are in possession of all franchises, authorizations, licenses, permits, variances certificates of authorization, approvals and orders from a Governmental Authority necessary for the Company and its Subsidiaries to carry on their respective businesses as they are now being conducted (the “Company Permits”) in all material respects. None of the Company or its Subsidiaries is, and since January 1, 2021 has not been, in default or violation of any Company Permit in any material respect. Since January 1, 2021, none of the Company or its Subsidiaries have received any written notification or communication from any Governmental Authority asserting that the Company or any of its subsidiaries is in default or violation of any Company Permit in any material respect.

Section 4.7 Compliance with Laws. Except as set forth in Section 4.7 of the Company Disclosure Letter, the Company and its Subsidiaries are, and since January 1, 2021, have been, in compliance in all material respects with all, and have not received written notice, or to the Knowledge of the Company, oral notice, of any material default or violation of any, Laws applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound. None of the Company or any of its Subsidiaries is in violation in any material respect of any Order. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, no employee, officer or director of the Company or any of its Subsidiaries is subject to any Order that prohibits such employee, officer or director from engaging in or continuing any conduct, activity or practice relating to the business of the Company or any of its Subsidiaries.

Section 4.8 Compliance with Anti-Corruption Laws.

(a) Since January 1, 2019, the Company, its Subsidiaries, and their respective directors, officers, employees and, to the Knowledge of the Company, third parties acting on behalf of the Company or any of its Subsidiaries, have been, in compliance with all applicable Anti-Corruption Laws. Since January 1, 2019, neither the Company, nor its Subsidiaries, nor any respective directors or officers, or, to the Knowledge of the Company, their employees or any third parties acting on behalf of the Company or any of its Subsidiaries, has corruptly offered, paid, promised to pay, authorized, solicited, or received the payment of money or anything of value, directly or indirectly, to or from any Person, including any Government Official: (a) to influence any official act or decision of any Government Official; (b) to induce the Government Official to do or omit to do any act in violation of a lawful duty; (c) to secure any improper business advantage; or (d) to obtain or retain business for, or otherwise direct business to, the Company or any of its Subsidiaries.

(b) Since January 1, 2019, neither the Company, nor any Subsidiary of the Company, nor to the Knowledge of the Company any third party acting on behalf of the Company or any of its Subsidiaries, has made a voluntary, directed, or involuntary disclosure to any Governmental Authority with respect to any alleged act or omission arising under or relating to any non-compliance with any applicable Anti-Corruption Law. Since January 1, 2019, none of the Company, any Subsidiary of the Company, nor any director or officer or employee nor, to the Knowledge of the Company, any third party acting on behalf of the Company or any of its Subsidiaries, has received any written notice from any Governmental Authority for any actual or potential non-compliance with applicable Anti-Corruption Laws.

(c) The Company has in place policies and procedures designed to promote compliance with Anti-Corruption Laws and for reporting, investigating, and remediating suspected or known violations of applicable Anti-Corruption Laws.

Section 4.9 U.S. Export Controls Laws; Sanctions; Anti-Money Laundering Laws

(a) The Company, its Subsidiaries, and their respective directors, officers, and to the Knowledge of the Company, their employees, and third parties acting on their behalf (including agents, subcontractors, or other third-party intermediaries) are, and within the past five years have been, in compliance with all applicable Anti‑Money Laundering Laws, Export Controls Laws, and Sanctions.

(b) Within the past five years, the Company has not been the subject of or otherwise involved in any investigation, inquiry, or enforcement proceeding by, or received any written communication from, a Governmental Authority, in each case regarding non-compliance with Anti-Money Laundering Laws, Export Controls Laws, or Sanctions, and the Company has not conducted any internal investigations or filed any voluntary disclosures with a Governmental Authority regarding possible violations of Anti-Money Laundering Laws, Export Controls Laws, or Sanctions.

(c) Within the past five years, neither the Company, any of its Subsidiaries, nor any of their respective officers, directors, and to the Knowledge of the Company, their employees or third parties acting on their behalf, has engaged in direct or indirect dealings or transactions with Sanctioned Persons or in a Sanctioned Country, Lebanon, Sudan, Iraq, Libya or the Palestinian Territory and neither the Company nor its Subsidiaries, nor any of their respective officers, directors, and to the Knowledge of the Company, their employees or third parties acting on their behalf is currently engaged in any such activities.

(d) Within the past five years, neither the Company, nor its Subsidiaries, nor any of their respective officers, directors, employees, or to the Knowledge of the Company, third parties acting on their behalf, has been a Sanctioned Person or has been subject to debarment or any list-based designations under the Export Controls Laws.

(e) Within the past five years, the Company and each of its Subsidiaries has conducted its import and export transactions in accordance with applicable provisions of trade Laws of the countries where it conducts business. (i) The Company and each of its Subsidiaries (to the extent applicable) have obtained all export licenses and other approvals required for their exports of products, software and Technologies from any other country from which the Company or any of its Subsidiaries exports products, software or Technologies, and (ii) the Company and each of its Subsidiaries are in compliance with the terms of such applicable export licenses or other approvals, and there are no facts or circumstances that would reasonably be expected to result in any liability to the Company or its Subsidiaries for violation of any Export Controls Laws or import restrictions.

Section 4.10 Financial Statements.

(a) The Company Financial Statements have been prepared from the books and records of the Company and its Subsidiaries and fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as at the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods then ended in conformity with GAAP, applied on a consistent basis during the periods involved and fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as of their respective dates and the consolidated results of operations and member’s equity, or cash flows, as the case may be of the Company and its Subsidiaries for the periods covered thereby, subject, in the case of Company Financial Statements that are unaudited, to the absence of footnote disclosure and changes resulting from normal end-of-period adjustments.

(b) The Company and its Subsidiaries have established and maintain policies and procedures regarding financial reporting that are sufficient to provide reasonable assurance (i) that transactions, receipts and expenditures of the Company and its Subsidiaries are being executed and made only in accordance with appropriate authorizations of management and the Company Board, as applicable, (ii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries, (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and its Subsidiaries and (v) that accounts, notes and other receivables and inventory are recorded accurately.

(c) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract relating to any transaction or relationship between or among the Company or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose Person, on the other hand, or any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC).

(d) The Company’s ARR for the year ended December 31, 2023, was equal to, or higher than, the amount listed in Section 4.10(d) of the Company Disclosure Letter.

(e) Section 4.10(e) of the Company Disclosure Letter sets forth the Company’s good faith estimate of all outstanding Indebtedness of the Company and its Subsidiaries as of the Lockbox Date.

Section 4.11 Absence of Certain Changes. Except as contemplated or permitted under this Agreement or the other Transaction Agreements, from the Lockbox Date to the date hereof:

(a) there has not been any Company Material Adverse Effect;

(b) the Company and its Subsidiaries have conducted their businesses in the Ordinary Course of Business; and

(c) none of the Company or any of its Subsidiaries has taken any action that, if taken after the date of this Agreement, would constitute a violation of Section 7.1.

Section 4.12 Undisclosed Liabilities(a). Except (a) as reflected or reserved against in the Company Financial Statements, (b) for Liabilities or obligations incurred in the Ordinary Course of Business since the Lockbox Date (none of which results from, arises out of, relates to, is in the nature of, or was caused by, any breach of Contract, breach of warranty, tort, infringement or violation of Law), (c) for Liabilities or obligations incurred in connection with the transactions contemplated by this Agreement or the other Transaction Agreements and (d) for Liabilities to be included in the calculation of Company Expenses and Leakage Amount, neither the Company nor any of its Subsidiaries has any Liabilities, whether or not accrued, contingent or otherwise, liquidated or unliquidated, and whether due or to become due.

Section 4.13 Litigation.

(a) Except as set forth on Section 4.13(a) of the Company Disclosure Letter, there is no material Action pending or threatened in writing, or to the Knowledge of the Company, threatened orally, against the Company, any of its Subsidiaries or their respective assets, or, to the Knowledge of the Company, against any present or former officer, director, manager, employee, stockholder or member of the Company or any of its Subsidiaries in his, her or its capacity as such. To the Knowledge of the Company, except as set forth on Section 4.13(a) of the Company Disclosure Letter, none of the Company, any of its Subsidiaries or any property or asset of the Company or any such Subsidiary is subject to any investigation or examination by any Governmental Authority.

(b) Except as set forth on Section 4.13(b) of the Company Disclosure Letter, (i) since January 1, 2021, there have been no Actions that have resulted in monetary liability of or payments by any of the Company or its Subsidiaries in excess of $250,000 individually or resulted in admission of guilt or wrongdoing by the Company or any of its Subsidiaries and (ii) there is no Action which prohibits, restricts or seeks to enjoin the transactions contemplated by this Agreement. None of the Company or its Subsidiaries has current plans to initiate any material Actions against another Person.

(c) To the Knowledge of the Company, no officer or director of any of the Company or its Subsidiaries is, or since January 1, 2021 has been, convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses).

Section 4.14 Environmental Matters. Except as would not, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a whole, none of the Company or any of its Subsidiaries (a) has received any written notice or communication alleging that the Company or such Subsidiary has violated, or has any liability under, any applicable Environmental, Health, and Safety Requirements; (b) has transported, produced, manufactured, processed, used, generated, treated, handled, stored, released, emitted, or disposed or arranged for the disposal of, any Hazardous Substances in violation of, or in any manner giving rise to liability or obligation under, any applicable Environmental, Health, and Safety Requirement; (c) has exposed any employee or other Person to Hazardous Substances in violation of, or in any manner giving rise to liability or obligation under, any applicable Environmental, Health, and Safety Requirement; (d) is a party to or is the subject of any pending or, to the Knowledge of the Company, threatened Action (i) alleging the noncompliance by the Company or any of its Subsidiaries with any Environmental, Health, and Safety Requirement; or (ii) seeking to impose any financial responsibility for any investigation, cleanup, removal or remediation of any Hazardous Substance in the environment pursuant to any Environmental, Health, and Safety Requirement; or (e) since January 1, 2021, has failed or is failing to comply with any Environmental, Health, and Safety Requirement. The Company has made available to Parent true, correct and complete copies of all material environmental reports, audits, and assessments relating to the Company’s current operations and properties that are in the possession of the Company or any of its Subsidiaries dated after January 1, 2021.

Section 4.15 Employee Benefit Plans.

(a) Section 4.15(a) of the Company Disclosure Letter contains a true and complete list of each material Company Benefit Plan, separated by the country in which such Company Benefit Plan applies. The Company has made available to Parent, with respect to each such Company Benefit Plan in the United States, correct and complete copies of the following documents (if applicable): (i) the current plan document (and all amendments thereto); (ii) the related insurance contracts and funding arrangements currently in effect; (iii) the most recent IRS opinion, advisory or determination letter relating to any Company Benefit Plan which is intended to be qualified under Section 401(a) of the Code; (iv) the most recent annual report filed on Form 5500 (v) the results of non-discrimination testing and evidence of any corrections for the most recently completed year; (vi) all non-routine correspondence with any Governmental Authority in the past three (3) years; and (vii) the current summary plan description (and all summaries of material modification thereto). The Company has made available to Parent, with respect to each such International Employee Plan, a summary of material terms thereof.

(b) Each Company Benefit Plan has been in all material respects operated, funded and administered in accordance with its terms and applicable Law (including, to the extent applicable, ERISA and the Code), including, where applicable, being timely modified or amended to reflect any requirements of applicable Law. The Company and its Subsidiaries are, and have been at all times, in compliance in all material respects with the applicable requirements of the Consolidated Omnibus Budget Reconciliation Act or any other similar applicable Law (“COBRA”), Section 5000 of the Code, and the Health Insurance Portability and Accountability Act, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (“PPACA”). No material excise Tax or penalty under PPACA, including Sections 4980D and 4980H of the Code, or any similar material Taxes under any similar Laws, is outstanding, or to the Knowledge of the Company, has accrued, or has arisen with respect to any Company Benefit Plan.

(c) None of the Company or its Subsidiaries sponsors, maintains, contributes to (or is required to contribute to), or otherwise would reasonably be expected to have any Liability (including on account of an ERISA Affiliate or with respect to the six (6)-year period prior to the date hereof) with respect to (i) any plan subject to Title IV of ERISA or Section 412 of the Code (including any “multiemployer plan” within the meaning of Section 3(37) of ERISA), (ii) any “multiple employer plan” (within the meaning of Section 413 of the Code), (iii) any “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA), or (iv) any “voluntary employee benefit association” (within the meaning of Section 501(a)(9) of the Code). Neither the Company nor any Subsidiary is or has since January 1, 2021 been the employer, or “connected with” or an “associate of” (as those terms in quotation marks are used in the Pensions Act 2004 of the United Kingdom) the employer of a United Kingdom defined benefit pension plan.

(d) None of the Company or any of its Subsidiaries, and, to the Knowledge of the Company, any other party-in-interest or fiduciary with respect to any Company Benefit Plan, has engaged in or been party to any breach of fiduciary duty or nonexempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) that would reasonably be expected to result in the imposition of a material penalty assessed against the Company or any of its Subsidiaries pursuant to Section 502(i) of ERISA or a material Tax imposed on the Company or any of its Subsidiaries under Section 4975 of the Code. Since January 1, 2021, neither the Company nor any of its Subsidiaries has received written notice that a Company Benefit Plan, or any trust which serves as a funding medium for any such Company Benefit Plan, is currently under examination by the IRS, the United States Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Authority.

(e) Each Company Benefit Plan intended to be qualified under Section 401(a) of the Code (i) has received a favorable determination or opinion letter from the IRS as to its qualification under the Code and, to the Knowledge of the Company, nothing has occurred since the date of such determination that would reasonably be expected to adversely affect the qualified status of such Company Benefit Plan or any related trust, (ii) has been established under a standardized master and prototype or volume submitter plan for which a current favorable IRS advisory letter or opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer or (iii) has time remaining under applicable Laws to apply for a determination or opinion letter or to make any amendments necessary to obtain a favorable determination or opinion letter.

(f) Each of the Company and its Subsidiaries has made or properly accrued all material payments and contributions to all Company Benefit Plans on a timely basis as required by the terms of each such Company Benefit Plan (and any insurance Contract funding such plan) and any applicable Law.

(g) None of the Company and its Subsidiaries provides or has any outstanding obligation to provide or any Liability with respect to any post-retirement medical benefits, post-retirement death benefits or other post-retirement health or welfare benefits or similar plan, program, policy or arrangement, except to the extent of the continuation coverage rules as provided under COBRA or as otherwise may be required by applicable Law.

(h) With respect to the Company Benefit Plans, no material Actions (other than routine claims for benefits in the Ordinary Course of Business), are pending or, to the Knowledge of the Company, threatened, and, to the Knowledge of the Company, no facts or circumstances exist that would reasonably be expected to give rise to any such Actions.

(i) Neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated hereby (whether alone or in connection with any other event(s) or circumstance(s), including a termination of employment), is reasonably expected to, directly or indirectly, (i) entitle any current or former director, officer, employee or individual independent contractor of the Company and its Subsidiaries to severance pay, a change of control payment or any other payment or material benefit under any Company Benefit Plan, (ii) accelerate the time of payment, funding or vesting, or increase the amount of any compensation or benefit (including funding of compensation or benefits through a grantor trust or otherwise) due to any current or former director, officer, employee or individual independent contractor of the Company or any of its Subsidiaries, in each case, under any Company Benefit Plan, (iii) result in any breach under, or limit the rights of the Company or its Subsidiaries, the Surviving Corporation, Parent or any of their respective Affiliates to amend, modify or terminate any Company Benefit Plan.

(j) Except as set forth on Section 4.15(j) of the Company Disclosure Letter, no individual who qualifies as a “disqualified individual” (as defined under Section 280G) with respect to the Company or any of its Subsidiaries is reasonably expected to receive or has received any payment or benefit that, individually or in the aggregate, could be characterized as an “excess parachute payment” within the meaning of Section 280G as a result of the consummation of the Merger (excluding, for this purpose, any Parent Arrangements).

(k) No payments or benefits that were made or provided in connection with the consummation of that certain transaction on December 31, 2020 in which Seller acquired a majority interest in the Company resulted in the disallowance of a deduction to the Company or any of its Subsidiaries under Section 280G or any excise tax under Section 4999 of the Code.

(l) Each Company Benefit Plan that constitutes a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been operated and maintained, in form and operation, in material compliance with Section 409A of the Code and applicable guidance of the Department of Treasury and Internal Revenue Service. No amount under any Company Benefit Plan is reasonably expected to be subject to the interest and additional Tax set forth under Section 409A(a)(1)(B) of the Code.

(m) None of the Company or its Subsidiaries has any material obligation to gross up or indemnify any current or former director, officer, employee or individual independent contractor of the Company and its Subsidiaries with respect to any Tax, interest or penalty incurred by such Person under Section 409A or Section 4999 of the Code.

(n) (i) Each Class B Unit granted under the Seller incentive equity plan to a United States tax resident is intended to be treated as a profits interest for United States federal income tax purposes and (ii) each holder of such Class B Units that was subject to a “substantial risk of forfeiture” on the date of grant has made a timely and valid election under Section 83(b) of the Code with respect thereto (“Section 83(b) Elections”). The Seller has made available to Parent copies of all such Section 83(b) Elections filed with respect to all Class B Units granted within the two-year period ending on the date hereof.

(o) Each current or former employee of the Company or its Subsidiaries who is a resident of the United Kingdom and acquired Class B Units under the Seller incentive equity plan (i) acquired such shares or securities for their “IUMV” as defined in section 428(3) of Income Tax (Earnings and Pensions) Act 2003 (ITEPA); and (ii) has, together with their employer, made a valid election under section 431(1) of ITEPA in respect of those shares and securities.

(p) Each Company Benefit Plan that is subject to the applicable Law of a jurisdiction other than the United States and that is maintained primarily for the benefit of any current or former director, officer, employee or individual independent contractor whose primary work location or residence is outside of the United States (an “International Employee Plan”) has been since January 1, 2021 established, maintained, funded, operated, and administered in all material respects in compliance with its terms and conditions and with the requirements prescribed by any applicable Laws. No International Employee Plan has material unfunded or underfunded liabilities that as of the Effective Time will not be properly accrued for in the financial statements of the Company and its Subsidiaries or fully offset by insurance in accordance with the terms thereof with respect to any “defined benefit plan” (as defined in ERISA, whether or not subject to ERISA), seniority premium, termination indemnity, provident fund, gratuity or similar plan or arrangement.

(q) None of the Company or its Subsidiaries has unfunded or underfunded liabilities or obligations in respect of nonqualified deferred compensation, or other similar obligations.

Section 4.16 Intellectual Property.

(a) Section 4.16(a) of the Company Disclosure Letter sets forth a list and description of all (i) Registered Company Intellectual Property and all material unregistered Marks included in the Company Intellectual Property, in each case, that is owned or purported to be owned by the Company and its Subsidiaries, and (ii) specifies, where applicable, the jurisdictions in which any Registered Company Intellectual Property has been registered or in which an application for such registration has been filed, including the respective registration or application numbers and the names of all owners of record title. All Registered Company Intellectual Property is currently in compliance with all formal legal requirements, and the Company and its Subsidiaries have taken all actions necessary, to obtain, perfect and maintain such Registered Company Intellectual Property in full force and effect. All Owned Intellectual Property, including all Registered Company Intellectual Property, is valid, subsisting and enforceable, and no Registered Company Intellectual Property has ever been found invalid, unpatentable or unenforceable for any reason in any administrative, arbitration, judicial or other proceeding, except for claims rejected or refused in connection with the prosecution of any Registered Company Intellectual Property. No Registered Company Intellectual Property has been or is now involved in any interference, reissue, re-examination, inter-partes review, post-grant review, or opposition proceeding. No Registered Company Intellectual Property at any time has been cancelled, abandoned, allowed to lapse or not renewed, except where the Company, in its reasonable business judgment, decided to cancel, abandon, allow to lapse or not renew such Registered Company Intellectual Property.

(b) The Company and its Subsidiaries have complied in all material respects with the duty of candor and disclosure to the United States Patent and Trademark Office (“PTO”) and any relevant foreign patent office with respect to all patent applications filed by or on behalf of the Company or any of its Subsidiaries (the “Patent Applications”) and have made no material misrepresentation in the Patent Applications.

(c) Since January 1, 2021, the Company and its Subsidiaries have not received any written notice or claim challenging the inventorship or the Company’s or any of its Subsidiaries’ ownership of any patent owned or purported to be owned by the Company or any of its Subsidiaries (“Company Patent”) (in whole or in part) or suggesting that any third party has any claim of legal or beneficial ownership with respect to any such Company Patent.

(d) All agreements between a third party and the Company or any of its Subsidiaries assigning to the Company or any of its Subsidiaries any right, title or interest in any Company Patents have been recorded as required in each applicable jurisdiction. None of the Company, any of its Subsidiaries or any party acting on behalf or at the direction of the Company or any of its Subsidiaries, has invalidated any Company Patent under the laws of any jurisdiction (including under 35 U.S.C. §102(b)).

(e) (i) The Company or one of its Subsidiaries is the exclusive owner of all right, title and interest in and to all Owned Intellectual Property, free and clear of all Liens other than Permitted Liens, and (ii) the Company or one of its Subsidiaries has valid, enforceable and continuing rights to use, sell, license or otherwise exploit, as the case may be, all other Company Intellectual Property as the same is used, sold, licensed or otherwise exploited, as applicable, by the Company and its Subsidiaries in their respective businesses as currently conducted and, to the Knowledge of the Company, as currently proposed to be conducted with respect to the Substantially Final Company Products. The Company Intellectual Property comprise all of the Intellectual Property Rights used or held for use in connection with the operation of the respective businesses of the Company and its Subsidiaries as currently conducted and, to the Knowledge of the Company, as currently proposed to be conducted with respect to the Substantially Final Company Products, and there is no other Intellectual Property Rights that are material to or necessary for the operation of the respective businesses of the Company and its Subsidiaries as currently conducted and, to the Knowledge of the Company, as currently proposed to be conducted with respect to the Substantially Final Company Products.

(f) The operation of the respective businesses of the Company and its Subsidiaries, as they are currently conducted, the Company Products and the Owned Intellectual Property do not infringe, misappropriate or violate (and have not since January 1, 2018 infringed, misappropriated or violated) any Intellectual Property Rights of any Person. Except as set forth in Section 4.16(f) of the Company Disclosure Letter, there are no, and since January 1, 2018, there have been no, pending or, to the Knowledge of the Company, threatened claims against the Company or any of its Subsidiaries alleging that the operation of the business of the Company or any of its Subsidiaries, the Company Products or the Owned Intellectual Property (or the exploitation of any of the foregoing) infringes, misappropriates, or violates (or since January 1, 2018 infringed, misappropriated or violated) any Intellectual Property Rights of any Person, or that any of the Company Intellectual Property is invalid or unenforceable. With respect to any third party Software used by the Company or any of its Subsidiaries which requires obtaining a particular number of licenses, the Company and each of its Subsidiaries have, in accordance with each applicable third party’s Software licensing requirements, obtained a sufficient number of licenses to use such Software in the operation of the business as currently conducted. There are no settlements, covenants not to sue, consents, judgments, or Orders or similar obligations to which the Company is bound that restrict the rights of the Company or any of its Subsidiaries to use any Owned Intellectual Property in any manner.

(g) Except as set forth in Section 4.16(g) of the Company Disclosure Letter, to the Knowledge of the Company, (i) no Person has since January 1, 2018 infringed, misappropriated or otherwise violated, and no Person is currently infringing, misappropriating, or otherwise violating, any of the Owned Intellectual Property, and (ii) none of the Company or any of its Subsidiaries has since January 1, 2018 received from or delivered to any Person written notice of a claim for any such actual, alleged, or suspected infringement, misappropriation or other violation.

(h) Each Person who is or was involved in the creation or development of any portion of, or would otherwise have ownership rights in or to, any Owned Intellectual Property for the Company or any of its Subsidiaries (i) has executed a valid and enforceable written agreement with the Company or one of its Subsidiaries that assigns to the Company or one of its Subsidiaries all right, title and interest in and to all such Intellectual Property Rights and irrevocably waives such Person’s moral rights in such Intellectual Property Rights to the extent required by applicable Law (“IP Assignment Agreement”), (ii) is subject to a “work-made-for-hire” obligation under which the Company or one of its Subsidiaries is deemed to be the original owner/author of all subject matter included in such Intellectual Property Rights, or (iii) otherwise has by operation of applicable law vested in the Company or one of its Subsidiaries all right, title and interest in and to all such Intellectual Property Rights. All Intellectual Property Rights in any of the foregoing Persons’ contribution are owned exclusively by the Company or one of its Subsidiaries, and no such Person has excluded any Intellectual Property Rights that constitute Company Intellectual Property from their IP Assignment Agreement. None of the foregoing Persons have been named as an inventor on any patent owned by, or pending patent application by, the Company or any of its Subsidiaries for any device, process, design or invention of any kind now used by the Company or any of its Subsidiaries in the furtherance of their respective businesses, except for inventions that have been assigned to the Company or one of its Subsidiaries. No current or former shareholder, officer, director, or employee of the Company or any of its Subsidiaries (i) has any claim, right (whether or not currently exercisable), or ownership interest in any Owned Intellectual Property (other than any right to use Owned Intellectual Property in the course of their employment or engagement with the Company or any of its Subsidiaries). To the Knowledge of the Company, no employee of the Company or any of its Subsidiaries is (i) bound by or otherwise subject to any Contract restricting him or her from performing his or her duties, or (ii) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality due to his or her activities as an employee of the Company or any of its Subsidiaries.

(i) No Trade Secret included in the Owned Intellectual Property has been authorized to be disclosed or has been actually disclosed by the Company or any of its Subsidiaries to any Person other than pursuant to a written confidentiality contract restricting the disclosure and use thereof. The Company and its Subsidiaries take commercially reasonable security measures to protect the secrecy, confidentiality and value of all such Trade Secrets owned or purported to be owned by or used or held for use by the Company and its Subsidiaries in their respective businesses (collectively, the “Company Trade Secrets”), including, without limitation, requiring each employee and consultant of the Company and its Subsidiaries and any other Person with access to the Company Trade Secrets to execute a binding confidentiality agreement and, to the Knowledge of the Company, since January 1, 2021 there has not been any breach by any party to such confidentiality agreements.

(j) The Company and its Subsidiaries are in material compliance with the terms and conditions of all licenses for Open Source Software that the Company and its Subsidiaries have incorporated into, linked, distributed or provided with, or used to develop, distribute or provide, the Company Products. Except as set forth in Section 4.16(i) of the Company Disclosure Letter, the Company and its Subsidiaries have not: (i) incorporated Open Source Software into, or combined or linked Open Source Software with, the Company Products; (ii) distributed Open Source Software in conjunction with any Company Products; or (iii) used Open Source Software to develop, distribute or provide the Company Products, in such a way that, with respect to the foregoing clause (i), (ii) or (iii): grants, or purports to grant, to any third party, any rights or immunities under any Owned Intellectual Property (including using any Open Source Software with respect to the foregoing clause (i), (ii) or (iii) that require, as a condition of use, modification and/or distribution of such Open Source Software that other Software owned by the Company that is incorporated into, derived from or distributed with such Open Source Software be (1) disclosed or distributed in source code form, (2) be licensed for the purpose of making derivative works, or (3) be redistributable at no charge).

(k) All Company Products: (i) comply in all material respects with all applicable Laws and binding industry standards; (ii) materially conform to all applicable contractual commitments, express and implied warranties (to the extent not subject to legally effective express exclusions thereof) and applicable specifications, service level agreements and other published documentation, and (iii) do not contain any Malicious Code. None of the Company Products contain any bug, defect, or error that materially adversely affects, or could reasonably be expected to materially adversely affect, the functionality, or performance of such Company Products taken as a whole.

(l) Neither the Company nor any of its Subsidiaries have used AI Technologies to develop any Owned Intellectual Property in a manner that adversely affected the Company’s or its Subsidiaries’ ownership rights therein. The Company and its Subsidiaries have obtained all consents, provided all notices and taken all other steps, in each case, as required by applicable laws in order to use any Training Data to train its AI Technologies.

(m) For each Company Product that has been: (A) developed or improved by the Company or its Subsidiaries pursuant to any specifications provided by a customer or partner of the Company or any of its Subsidiaries; (B) developed or improved by the Company or its Subsidiaries using any Training Data provided by a customer, partner or other third party; or (C) customized in any material respect by the Company or its Subsidiaries for any customer or partner of the Company or any of its Subsidiaries, the Company or one of its Subsidiaries owns all Intellectual Property rights in and to any such developments, improvements or customizations, and there are no restrictions arising therefrom on Company’s or any of its Subsidiaries’ exploitation or commercialization of that Company Product or on the Company’s or one of its Subsidiary’s ability to enforce its Owned Intellectual Property rights in that Company Product arising from or as a consequence of any of the foregoing (including any disputes concerning the foregoing or alleged violation of any third party rights concerning the foregoing).

(n) Except as set forth in Section 4.16(n) of the Company Disclosure Letter, the Company and its Subsidiaries have adequate processes and training procedures for the Company’s and its Subsidiaries’ use of the AI Technologies components of Company Products. The Company and its Subsidiaries maintain a technical description of any neural networks used in or with any Company Products (including a description of the learning rates selected for each such neural network) that is sufficiently detailed, in each case so that, provided the same Training Data, source code, and metadata are available, the neural network can be retrained, debugged and modified from time to time by programmers skilled in the development of AI Technologies and experienced in the application of AI Technologies to the domain of those Company Products.

(o) Except as set forth in Section 4.16(o) of the Company Disclosure Letter, the Company and its Subsidiaries engage in ethical or responsible uses of AI Technologies in compliance with Law, including by having policies, protocols or procedures designed to identify and mitigate bias in Training Data or in the algorithmic model used in Company Products, including, if applicable, implicit racial and gender bias, that are in compliance with Law. Except as set forth in Section 4.16(o) of the Company Disclosure Letter, the Company has not since January 1, 2021 received in writing any (A) actual or alleged claims or allegations challenging the Company’s or any of its Subsidiaries’ ethical use of AI Technologies or alleging any non-compliance with the foregoing policies, protocols or procedures; (B) complaints, claims, proceedings, litigation or notice of governmental inquiries or investigations alleging that, or questioning whether, Training Data used in the development, training, improvement or testing of any Company Product was biased, untrustworthy or manipulated in an unethical or unscientific way (including notice of any report, finding or impact assessment of any internal or external auditor or other third party that makes any such allegation); and (C) request for information or testimony from regulators or legislators concerning any Company Product to the extent related to AI Technologies.

(p) As of immediately following the Closing Date, the Company and its Subsidiaries will own or have the same rights in the Company Intellectual Property that the Company and its Subsidiaries had immediately prior to the Closing Date, free and clear of all Liens other than Permitted Liens without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company or its Subsidiaries would otherwise have been required to pay absent the transactions contemplated hereunder. The transactions contemplated by this Agreement do not and will not conflict with, result in the forfeiture of, impair or result in a breach of or default under, or payment of any additional amount with respect to, or require the consent of any other Person in respect of, the right to own or use any Company Intellectual Property.

(q) No (i) government funding; or (ii) facilities of a university, college, other educational institution or research center were used in the development of any Owned Intellectual Property. No officer, employee or independent contractor of the Company or one of its Subsidiaries who was involved in, or who contributed to, the creation or development of any of the Owned Intellectual Property for the Company performed services for the government, university, college, or other educational institution or research center during a period of time during which such person was also performing services for the Company or one of its Subsidiaries in a manner such that such government, university, college, or other educational institution or research center has any ownership rights with respect to any of such Owned Intellectual Property.

(r) Except as set forth in Section 4.16(r) of the Company Disclosure Letter, the computers, Software, servers, workstations, routers, hubs, switches, circuits, networks, data communications lines and all other information technology equipment owned or used by or for the Company and its Subsidiaries (collectively, the “IT Assets”) (i) operate and perform in all material respects as required by the Company and its Subsidiaries and since January 1, 2021 have not materially malfunctioned or failed (other than as was remedied in full), (ii) are adequate and sufficient for the current operations of the Company and its Subsidiaries; and (iii) do not contain any Malicious Code. The Company and its Subsidiaries have in place commercially reasonable measures to protect the confidentiality, integrity and security of the IT Assets (and all information and transactions stored or contained therein or transmitted thereby) against unauthorized use or access and against the introduction of Malicious Code, and since January 1, 2021 the Company and its Subsidiaries have not experienced any material unauthorized use or disclosure of, or access to, the IT Assets or any information or Data of the Company. The Company and its Subsidiaries have implemented commercially reasonable data backup, data storage, system redundancy and disaster recovery procedures, as well as a commercially reasonable business continuity plan.

Section 4.17 Data Privacy and Security.

(a) The Company and its Subsidiaries and, to the Company’s Knowledge, all third parties Processing or otherwise with access to Protected Information collected and/or Processed by or on behalf of, and/or sharing Protected Information with, the Company (collectively, “Data Partners”), comply and have since January 1, 2021 complied in all material respects with all of their respective applicable contractual commitments (in the case of any such third party, to the Company) to the extent related to cybersecurity, privacy or Processing of Protected Information and/or the IT Assets and, in all material respects, applicable (i) Privacy Laws and (ii) Privacy Policies (such contractual commitments, collectively with (i) and (ii), the “Privacy Requirements”). The Company and its Subsidiaries have since January 1, 2021 (y) maintained all rights, authority, consents and authorizations necessary to receive, retain, access, use, disclose or otherwise Process Protected Information (to the extent the Company and its Subsidiaries engage in such activities) in compliance with Privacy Requirements in all material respects and (z) to the extent required under applicable Privacy Requirements, presented a Privacy Policy to individuals at or prior to the collection of any Personal Information from such individuals. All of the Company’s and its Subsidiaries’ Privacy Policies are and have, during the period they were effective, been accurate, consistent and complete and not misleading, deceptive or in violation of any Privacy Requirement (including by omission), in all cases in all material respects. The Company has delivered or made available to Parent true, complete, and correct copies of all Privacy Policies in effect as of the date hereof.

(b) The execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement do not (i) conflict with or result in a violation or breach of any Privacy Requirement in any material respect, or (ii) require the consent of or provision of notice to any Person concerning Personal Information relating to them.

(c) The Company and its Subsidiaries (i) engage in due diligence of Data Partners before allowing them to access, receive or Protected Information, (ii) have at all times since January 1, 2021 had agreements in place with all Data Partners that provide for sufficient guarantees, warranties and covenants to ensure the Company and its Subsidiaries comply with Privacy Requirements, and (iii) monitor Data Partners to verify fulfillment of their contractual obligations regarding Protected Information. The Company and each Subsidiary has since January 1, 2021 implemented, maintained and complied with, and, to the extent required by Privacy Law, required all Data Partners to at all times implement, maintain and comply with, technical, physical, and organizational measures, plans, procedures, controls, and programs, including a written information security program, which are designed to (i) protect against any accidental, unlawful or unauthorized access, use, loss, disclosure, alteration, destruction, compromise or other Processing of Protected Information and/or occurrence that impacts the integrity, availability and security of the IT Assets and/or Company Products (and all Data stored, transmitted or Processed thereby) (together, “Security Incident”) and (ii) identify and address internal and external security risks related to the development and management of new and existing Company Products, Protected Information and IT Assets, including through penetration testing on at least an annual basis. Neither the Company nor any of its Subsidiaries have identified or become aware of any “critical”, “high” or substantially similar security vulnerabilities or deficiencies in relation to the IT Assets or Company Products that have not been fully and completely remediated. Except as set forth in Section 4.17(c) of the Company Disclosure Letter, since January 1, 2018, neither the Company nor any of the Subsidiaries, or, to the Knowledge of the Company, its Data Partners with respect to Protected Information, has experienced any Security Incidents, and no third-party acting at the direction or authorization of the Company or its Subsidiaries has paid any perpetrator of any actual or threatened Security Incident or cyberattack, including a ransomware attack or a denial-of-service attack.

(d) Where the Company and/or any Subsidiaries act as a processor and/or service provider for Personal Information, to the extent required by Privacy Laws, there is a written Contract between each controller, the Company and/or the Subsidiaries that complies with the requirements of Privacy Laws, and the Company and Subsidiaries have processes in place designed to ensure that they only Process Personal Information on the written instructions of the data controller to provide the services set out in the relevant Contract. The Company and its Subsidiaries do not use any Protected Information for purposes of training its AI Technology, and have in place appropriate technical and organizational measures designed to ensure that when it Processes any anonymized or aggregated Data, a Person, household or device cannot be directly or indirectly identified from such Data.

(e) Since January 1, 2021, neither the Company nor any of the Subsidiaries has transferred or permitted the transfer of Protected Information originating in the United Kingdom or European Economic Area outside the United Kingdom or European Economic Area (as applicable) or otherwise across jurisdictional borders, except where such transfers have complied with the requirements of Privacy Requirements in all material respects. The Company and any Subsidiary that collects or uses Personal Information is registered with the relevant data protection supervisory authority with jurisdiction over the Company or Subsidiary in such jurisdiction, and has paid any relevant fees, in each case to the extent it is required to register or pay under Privacy Laws.

(f) Since January 1, 2018, in relation to any Privacy Requirement, actual, suspected or alleged Security Incident, the Company and its Subsidiaries and, to the Knowledge of the Company, its Data Partners with respect to Protected Information, have not (i) notified or been required to notify any customer, consumer, employee, Governmental Authority, or other Person or (ii) received any notice, inquiry, request, claim, complaint, correspondence, or other communication, in each case in writing, from, or been the subject of any investigation or enforcement action by, any customer, Governmental Authority or other Person.

(g) The Company maintains cyber insurance coverage containing policy terms and limits that are appropriate to the risk of liability relating to any Security Incident, unauthorized Processing of Protected Information, or violation of the Privacy Requirements, and no notifications or claims have been made under such cyber Insurance Policy(ies).

Section 4.18 Taxes. Except as set forth in Section 4.18 of the Company Disclosure Letter:

(a) All income and other material Tax Returns required by applicable Law to be filed with any Tax Authority by the Company or any of its Subsidiaries have been duly filed when due (including extensions), and all such Tax Returns are true, complete and accurate in all material respects; neither the Company nor any of its Subsidiaries has received a claim in writing by a Governmental Authority in a jurisdiction where the Company or one of its Subsidiaries does not file a Tax Return that such entity is or may be subject to taxation or Tax Return filing obligations in such jurisdiction.

(b) The Company Financial Statements include adequate accruals in accordance with GAAP for unpaid Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income). The unpaid Taxes of the Company and its Subsidiaries did not, as of the Lockbox Date, exceed by a material amount the reserve for Tax liability (including any reserve for deferred Taxes established to reflect timing differences between book and Tax items) set forth on the face of the consolidated balance sheet of Seller and its Subsidiaries as of the Lockbox Date. Since the Lockbox Date, neither the Company nor its Subsidiaries has incurred any material liability for Taxes outside the Ordinary Course of Business.

(c) The Company and each of its Subsidiaries has duly and timely paid all income and other material Taxes required to be paid by it, has duly and timely withheld and remitted to the appropriate Tax Authority all material Taxes required by applicable Law to be withheld and remitted by it, and has collected and timely remitted all material sales, use or similar Taxes required to be collected and remitted by it.

(d) There are no material Liens (other than for Taxes not yet due and payable) for Taxes upon any property or assets of the Company or any of its Subsidiaries.

(e) There is no Action pending or threatened in writing against or with respect to the Company or any of its Subsidiaries in respect of any income or other material Tax, and no material deficiencies for Taxes with respect to the Company or any of its Subsidiaries have been claimed, proposed or assessed by any Governmental Authority and not fully resolved.

(f) Neither the Company nor any of its Subsidiaries has waived any statute of limitations with respect to any income or other material Tax Return or the period of assessment or collection of any Taxes beyond the date hereof or agreed to any extension of time beyond the date hereof with respect to any material Tax assessment or deficiency (in each case, other than in connection with ordinary course extensions of time within which to file Tax Returns).

(g) Neither the Company nor any of its Subsidiaries has been a member of an affiliated group filing a consolidated U.S. federal income Tax Return (other than a group the common parent of which is or was the Company or another Subsidiary) or any similar group for federal, state, local or non-U.S. Tax purposes, or has become subject to income Tax in any jurisdiction outside its country of organization.

(h) Neither the Company nor any of its Subsidiaries has any Liability for Taxes of any Person (other than Taxes of the Company or its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Tax Law), as a transferee or successor, by Contract or, to the Knowledge of the Company, otherwise.

(i) Neither the Company nor any of its Subsidiaries has participated in a “listed transaction” as defined in Treasury Regulation §1.6011-4(b)(2) or any transaction requiring disclosure under similar provisions of non-U.S. Law, or has participated within the past two (2) years in a transaction that was intended to qualify under Section 355 of the Code (or under so much of Section 356 of the Code as relates to Section 355 of the Code).

(j) Neither the Company nor any of its Subsidiaries has engaged in a trade or business or had a permanent establishment (within the meaning of an applicable Tax treaty) in a country other than the country of its formation.

(k) Section 4.18(k) of the Company Disclosure Letter sets forth the entity classification, for U.S. federal income tax purposes, of each of the Subsidiaries of the Company. Except as set forth on Section 4.18(k) of the Company Disclosure Letter, no election has been made with respect to any Subsidiary of the Company pursuant to Treasury Regulation Section 301.7701-3 within the prior sixty (60) months.

(l) No Subsidiaries of the Company that are organized outside the United States hold material “United States property” within the meaning of Section 956 of the Code.

(m) Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any period (or portion thereof) ending after the Lockbox Date as a result of (i) any installment sale or other open transaction disposition entered into prior to the Closing, (ii) any adjustment under Section 481(a) of the Code (or, to the Knowledge of the Company and its Subsidiaries, any similar provision of state, local or non-U.S. Tax Law) or any accounting method change made, requested or required prior to the Closing, (iii) any use of an improper method of accounting prior to the Closing, any agreement with a Tax Authority filed or made prior to the Closing, (iv) any deferred revenue or other prepaid amount received or accrued prior to the Closing, (v) any intercompany transaction entered into prior to the Closing Date, or excess loss account described in Section 1502 of the Code (or any similar provision of state, local or non- U.S. law) in existence as of the Closing, (vi) any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. Law) entered into prior to the Closing or (vii) any interest held by the Company or its Subsidiaries in a “controlled foreign corporation” (as that term is defined in Section 957 of the Code) prior to the Closing as a result of the application of Section 951 or Section 951A of the Code.

(n) Neither the Company nor any of its Subsidiaries has made any election pursuant to Section 965(h) of the Code.

(o) No Tax ruling, Tax decision, ruling or similar agreement issued by any Tax Authority has been requested (whether or not granted), received, entered into, or issued by any Tax Authority with or in respect of the Company or any of its Subsidiaries which could have effect after the Closing.

(p) The Company and each Subsidiary is in material compliance with all terms and conditions of, any Tax exemption, Tax holiday, Tax incentive or other Tax reduction agreement or order of a territorial or non-U.S. government. The consummation of the transactions contemplated by this Agreement will not have a material adverse effect on the continued validity and effectiveness of any such Tax exemption, Tax holiday, Tax incentive or other Tax reduction agreement or order.

(q) None of the Subsidiaries of the Company that is organized or formed under the Laws of a jurisdiction outside the United States (i) is or was a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or is or was treated as a U.S. corporation under Section 7874(b) of the Code; or (ii) was created or organized in the United States such that such Subsidiary would be taxable in the United States as a domestic entity pursuant to United States Treasury Regulations Section 301.7701-5(a).

(r) The Company and its Subsidiaries are not subject to any limitations on the use of net operating losses, unrealized losses, or credits under Sections 382, 383 or 384 of the Code (or, to the Knowledge of the Company, any comparable provisions of state, local or non-U.S. Tax Law).

(s) The Company has in all material respects properly classified its independent contractors and/or employees for U.S. Tax purposes and complied in all material respects with the necessary employment withholding tax liabilities.

(t) Neither the Company nor any of the Subsidiaries is a party to any joint venture, partnership, Contract, or other arrangement that is treated as a partnership for Tax purposes.

(u) The Company and each of its Subsidiaries has complied in all material respects with applicable information reporting and record maintenance requirements of Sections 6038, 6038A and 6038B of the Code and the regulations thereunder.

(v) Neither the Company nor any of its Subsidiaries is a party to a “gain recognition agreement” within the meaning of the Treasury Regulations under Section 367 of the Code.

(w) The Company is not a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code. No interest in the Company constitutes a “United States real property interest” within the meaning of Section 897(c) of the Code.

(x) Each of the Company and its Subsidiaries is registered for the purposes of sales Tax, use Tax, Transfer Taxes, value-added Taxes or any similar Tax in all jurisdictions where it is required under applicable Law to be so registered, and has complied in all material respects with all applicable Law relating to such Taxes (including by receiving and retaining any appropriate tax exemption certificates and other applicable documentation).

(y) Since the Lockbox Date, neither the Company nor any of its Subsidiaries has (i) made (other than in the Ordinary Course of Business) or changed any material Tax election, (ii) settled or compromised any claim, notice, audit report or assessment in respect of material Taxes, (iii) changed any annual Tax accounting period, (iv) adopted or changed any material method of Tax accounting, (v) filed any material Tax Return in a manner materially inconsistent with past practice of the Company or such Subsidiary or filed any amended material Tax Return, (vi) made any voluntary Tax disclosure with a Governmental Authority, (vii) entered into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement (other than pursuant to any agreement entered into in the Ordinary Course of Business and the principal purpose of which does not relate to Taxes), (viii) entered into any closing agreement relating to any material Tax, (ix) surrendered any right to claim a material refund, credit or similar Tax benefit, or (x) consented to any extension or waiver of the statute of limitations period applicable to any material Tax or Tax Return (other than pursuant to extensions of time to file Tax Returns obtained in the Ordinary Course of Business).

(z) The Company and its Subsidiaries have complied in all material respects with respect to any escheat, abandoned property, unclaimed property, or other similar Laws.

Section 4.19 Top Customers; Top Suppliers.

(a) Section 4.19(a) of the Company Disclosure Letter sets forth (i) the twenty largest customers of the Company and its Subsidiaries for “software as a service” Company Products and (ii) the twenty largest customers of the Company and its Subsidiaries for “on premise” Company Products, in each case, based on annual recurring revenue attributable to such customers in the year ended December 31, 2023 and, opposite the name of each such customer, the amount of annual recurring revenue attributable to such customer during such period (together, the “Top Customers.”)

(b) Section 4.19(b) of the Company Disclosure Letter sets forth the fifteen largest suppliers of the Company and its Subsidiaries (the “Top Suppliers”) based on aggregate value of goods and/or services ordered by the Company and its Subsidiaries from such suppliers for the year ended December 31, 2023 and, opposite the name of each such supplier, the aggregate amount of spend by the Company and its Subsidiaries attributable to such supplier during such period.

(c) Except (y) as set forth in Section 4.19(c) of the Company Disclosure Letter and (z) for completions or expirations of Contracts in accordance with their terms, as of the date hereof, no Top Customer or Top Supplier has notified the Company or any of its Subsidiaries in writing, or to the Knowledge of the Company, orally that it is (i) stopping, or materially decreasing the rate of, buying or supplying goods or services from or to the Company or its Subsidiaries, as applicable or (ii) in the case of Top Suppliers, materially increasing the pricing charged to the Company or any of its Subsidiaries.

Section 4.20 Material Contracts.

(a) Section 4.20 of the Company Disclosure Letter sets forth a list of each Material Company Contract to or by which the Company or any of its Subsidiaries is a party or bound as of the date hereof. For purposes of this Agreement, “Material Company Contract” means any Company Contract (excluding any Company Benefit Plan) that:

(i) Is a Contract with a Top Customer or Top Supplier;

(ii) Is a Contract (or group of related Contracts) for capital expenditures or the acquisition or construction of fixed assets involving future payments in fiscal year 2024 in excess of the aggregate capital expenditures budget for the Company and its Subsidiaries for fiscal year 2024 as set forth on Section 4.20(a)(ii) of the Company Disclosure Letter;

(iii) Is a Contract under which the Company or any of its Subsidiaries has advanced or loaned any amount to any of its directors, officers, or employees (other than made under the Company’s or any of its Subsidiaries’ 401(k) plans or any advances for expenses made in the Ordinary Course of Business and not in excess of $25,000 to any individual);

(iv) Is a Contract creating or relating to any partnership or joint venture agreement;

(v) Is a Contract under which the Company or any of its Subsidiaries has any outstanding Indebtedness for borrowed money in excess of $250,000 or has the right or obligation to incur any such Indebtedness, or a Contract providing for the creation of any Lien, other than a Permitted Lien, upon any material properties or assets of the Company and its Subsidiaries, taken as a whole;

(vi) Provides for any bonds or Contracts of guarantee in which the Company or any of its Subsidiaries acts as a surety or guarantor with respect to any obligation (fixed or contingent) of another Person (other than the Company or any of its Subsidiaries) in excess of $250,000;

(vii) Is a direct Contract between the Company or one of its Subsidiaries and a Governmental Authority;

(viii) Contains non-competition or similar provisions prohibiting or restricting the Company or any of its Subsidiaries from competing in any business or geographical area;

(ix) Is a Contract (or group of related Contracts) (A) that contains a “most favored nation” or “most favored customer” pricing or other similar provision or (B) that contains an exclusive dealing provision;

(x) Is a Contract with a broker, Representative or similar Person engaged in sales or promotional activities on behalf of the Company or any of its Subsidiaries that was paid in excess of $100,000 during the year ended December 31, 2023, other than resellers and channel partners;

(xi) Is a Contract with the Company’s top twenty resellers, channel partners and sales agents by attributable ARR in the year ended December 31, 2023;

(xii) Is a collective bargaining agreement, works council agreement or other similar labor Contract with any Union to which any of the Company or its Subsidiaries is a party to or otherwise bound (each, a “Labor Contract”);

(xiii) Is a Contract for the employment or engagement of any Key Employee;

(xiv) Is a Related Party Agreement;

(xv) Is a Contract (1) providing for the acquisition or disposition of a majority of the assets of or equity interests in, the Company or any of its Subsidiaries (whether by merger, sale of stock, sale of assets or otherwise) entered into since January 1, 2021 or (2) pursuant to which the Company or any of its Subsidiaries owe any continuing “earn-out” or similar contingent payment or other surviving obligations in connection therewith;

(xvi) Is a Contract relating to the voting of any Company Shares or any equity interests of any Subsidiary of the Company, other than the Governing Documents of the Company or any of its Subsidiaries;

(xvii) Is a Contract that is an agreement in settlement of a dispute entered into after January 1, 2021 (1) resulting in monetary liability or payments in excess of $100,000 or (2) under which the Company or any of its Subsidiaries has continuing obligations (other than obligations in respect of confidentiality and release of claims);

(xviii) Is a Company Lease;

(xix) Is a material Contract to which the Company or any of its Subsidiaries is a party, or by which the Company or any of its Subsidiaries is otherwise bound that: (A) (1) grant rights in Software that is accessed by (e.g., running on a hosted or third party service, etc.), incorporated or integrated into, or bundled with the Company Products by the Company or any of its Subsidiaries or under which a Person has granted or agreed to grant to the Company or any of its Subsidiaries any license, covenant, release, immunity or other right with respect to material Intellectual Property Rights that are, or are purported to be, embodied in any Company Products, or are otherwise material to the Company or any of its Subsidiaries; (2) grant rights in Software used by the Company or any of its Subsidiaries to support development or compilation of Company Products; or (3) relate to Software used in the IT Assets of the Company or any of its Subsidiaries, but excluding in each case (for listing purposes only) (x) Open Source Software licenses, and (y) non-exclusive licenses to third-party Software that are not incorporated into any Company Product and that do not involve payments of amounts in excess of $250,000 and are not otherwise material to the business of the Company or any of its Subsidiaries, taken as a whole; or (B) grants a license or interest (including any covenant, release, immunity or other right) in any material Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries or relates to the acquisition or license or grant of any other right in any material Intellectual Property Rights, but excluding non-exclusive licenses to Intellectual Property Rights entered into in the Ordinary Course of Business;

(xx) Is a Contract in which the counterparty is granted the exclusive right to act as the sole supplier to the Company or its Subsidiaries with respect to any material product or service used by the Company or such Subsidiary; or

(xxi) any other Contract not of the type covered by the preceding clauses (i)-(xix) that provides for (A) attributable ARR to the Company or any of its Subsidiaries or (B) payments from the Company or any of its Subsidiaries, in either case, in excess of $750,000.

(b) Neither the Company nor any of its Subsidiaries is (with or without the lapse of time or the giving of notice, or both) in material breach of or material default under the terms of any Material Company Contract or has paid any material credits or material penalties with respect to service level agreements under any Material Company Contract. To the Company’s Knowledge, no other party to any Material Company Contract is (with or without the lapse of time or the giving of notice, or both) in material breach of or material default under the terms of any Material Company Contract. Neither the Company nor any of its Subsidiaries has received any written notice or other written communication from any party to a Material Company Contract relating to such party’s intent to modify (in a detrimental manner), terminate or fail to renew the arrangements and relationships set forth therein, asserting a material breach by the Company or any of its Subsidiaries of such arrangements, or contesting, objecting to, otherwise disputing any renewal or extension of any Material Company Contract. Each Material Company Contract is a valid and binding obligation of the Company or the relevant Subsidiary party thereto, as applicable, and is in full force and effect; provided, however, that such enforcement may be subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought (the foregoing clauses (i) and (ii), collectively, the “Remedies Exception”). The Company has made available to Parent a correct and complete copy of each Material Company Contract in effect as of the date hereof (as amended through the date hereof). Except for claims that are not material to the Company and its Subsidiaries taken as a whole, since January 1, 2021, neither the Company nor any of its Subsidiaries has made, or has had made against it, any claim for damages pursuant to rights of indemnity, set-off, counterclaim or any other action pursuant to, in connection with or arising under any Material Company Contract.

Section 4.21 Property.

(a) Neither the Company nor any of its Subsidiaries own any real property or any buildings, structures or other improvements thereon.

(b) The Company or one of its Subsidiaries has a good and valid leasehold interest in each Company Lease (the “Leased Real Property”), free and clear of all Liens (other than Permitted Liens). With respect to each Leased Real Property:

(i) no notice of default has been received or delivered by the Company or any of its Subsidiaries under any Company Lease, and no event or circumstance exists or has occurred that, with notice and/or the passage of time would constitute any such default;

(ii) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and

(iii) there are no outstanding options, rights of first refusal or other contractual rights under which any Person has any right to purchase or receive an assignment or transfer of such Leased Real Property or any portion thereof or interest therein.

(c) Neither the Company nor any of its Subsidiaries has violated any covenant, condition, restriction, easement, agreement or order affecting any portion of the Leased Real Property, except to the extent that any such violation, individually or in the aggregate, does not or would not reasonably be expected to materially impair the use or occupancy of such Leased Real Property in the operation of the business of the Company and its Subsidiaries.

(d) The Company or one of its Subsidiaries owns or leases all of the material tangible personal property reflected as owned or leased by the Company or any of its Subsidiaries in the Company Financial Statements or acquired after the Lockbox Date, free and clear of all Liens (other than Permitted Liens), except to the extent disposed of in the Ordinary Course of Business since the Lockbox Date or otherwise no longer held due to casualty, destruction or scrap.

Section 4.22 Labor Matters.

(a) Except as set forth on Section 4.22(a) of the Company Disclosure Letter, as of the date hereof, except as would not reasonably be expected to result in material Liability to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries are (and have at all times since January 1, 2021 been) in compliance in all respects with all applicable Laws respecting or otherwise relating to labor or employment, including provisions thereof relating to any terms or conditions of employment, including without limitation, hiring, termination, fair employment practices, wages, hours of work, occupational safety and health, background checks, meal and rest breaks, notices, privacy, discrimination, harassment, retaliation, whistleblowing, disability rights and benefits, retaliation, equal opportunity, leaves of absence and other time off work, accommodations, fair labor standards, employee and worker classification, discipline, termination, workers’ compensation, collective bargaining, workplace safety, immigration, plant closures and mass layoffs, and any other labor and employment-related matters (the “Employment Laws”).

(b) Except as set forth on Section 4.22(b) of the Company Disclosure Letter, the Company and its Subsidiaries are not party to or bound by any Labor Contract, and no employees of the Company and its Subsidiaries are represented by any Union with respect to their employment by any of the Company or its Subsidiaries, and no such Labor Contract is currently being negotiated, nor is the Company or any of its Subsidiaries under an obligation to negotiate any Labor Contract. There are no (and have not since January 1, 2021 been any) pending, or to the Knowledge of the Company, threatened Union decertification petitions filed with the National Labor Relations Board with respect to the employees of the Company and its Subsidiaries. There are no (and have not since January 1, 2021 been any) (i) unfair labor practice charges or other material Union or Labor Contract related Actions against any of the Company or its Subsidiaries pending or, to the Knowledge of the Company, threatened before the National Labor Relations Board or any other similar Governmental Authority that has not been closed without the imposition of material fines, penalties, obligations or other material Liability on the Company or any of its Subsidiaries, (ii) concerted labor strikes, concerted walkouts, picketing, concerted work slowdowns, concerted work stoppages or lockouts pending or, to the Knowledge of the Company, threatened against the Company or its Subsidiaries, (iii) pending material Union organizing activities, or, to the Knowledge of the Company, pending or threatened Union organizing activities, in each case with respect to employees of the Company and its Subsidiaries, and (iv) petitions filed for certification, or demands for recognition, by any Union as the bargaining unit representation of any employees of the Company or its Subsidiaries, and decertification petitions. Neither the Company nor any of its Subsidiaries is required to notify, obtain the consent of, or otherwise consult or bargain with any employee or any of their bargaining unit representatives as a result of this Agreement pursuant to any Labor Contract.

(c) Section 4.22(c) of the Company Disclosure Letter sets forth a true and complete list on an anonymized basis, as of May 9, 2024, of (i) all current employees of the Company and its Subsidiaries and (ii) all current natural Persons engaged by the Company and its Subsidiaries through a professional employer organization, in each case, including job title, employing entity, classification as exempt or non-exempt under applicable wage and hour Laws, base salary or hourly rate and/or other wages as applicable (including commissions, bonuses, and other wages), principal work location (state and country), and active or leave status.

(d) Section 4.22(d) of the Company Disclosure Letter sets forth a true and complete list, as of May 9, 2024, of all current service providers of the Company and its Subsidiaries who are natural persons engaged on an individual independent contractor or other non-employee basis and with an annual fee in excess of $100,000, including name, job function or description of services, principal work location (City and state), and compensation terms; provided that such information may be provided on an anonymized basis to the extent required under applicable Law.

(e) The Company and its Subsidiaries are, and have in the past three (3) years been, in material compliance with the Worker Adjustment and Retraining Act of 1988, and any similar state, local or foreign Law (collectively, the “WARN Act”). As of the date hereof, no employees of the Company or its Subsidiaries are involuntarily on temporary layoff or furlough.

(f) Except as set forth on Section 4.22(f) of the Company Disclosure Letter, as of the date hereof, there are no Actions pending, or to the Knowledge of the Company, threatened, against any of the Company or its Subsidiaries concerning compliance with any Employment Laws. Since January 1, 2021, there have been no Actions pending, threatened in writing, or to the Knowledge of the Company, threatened orally concerning compliance with any Employment Laws that would reasonably be expected to result in a material Liability to the Company or any of its Subsidiaries. Since January 1, 2021, the Company and its Subsidiaries have investigated all allegations of sexual or other illegal harassment against any director, officer, or management-level employee of the Company or any of its Subsidiaries of which they had knowledge and have taken corrective actions which they reasonably deemed necessary with respect to such allegations (except those allegations the Company reasonably deemed to not have merit). The Company and its Subsidiaries do not reasonably expect any such allegation of sexual or other illegal harassment to result in any material Liability to the Company and its Subsidiaries.

(g) Except as would not reasonably be expected to result in a material Liability to the Company or any of its Subsidiaries, no employee of the Company or any of its Subsidiaries in the United Kingdom has transferred to his or her employing entity (amongst the Company and its Subsidiaries) by means of a relevant transfer pursuant to the Transfer of Undertakings (Protection of Employment) Regulations 2006 in circumstances where prior to that transfer he or she was a member of a defined benefit pension plan.

Section 4.23 Insurance. Section 4.23 of the Company Disclosure Letter sets forth a true, complete and correct list of (i) all insurance policies held by the Company or any of its Subsidiaries relating to its properties, assets, business or employees (excluding any Company Benefit Plan) (“Insurance Policies”), true and complete copies of which have been made available to Parent, and (ii) all claims in excess of $100,000 made under such policies since January 1, 2021. The Insurance Policies are in such amounts and covering such risks as are in accordance in all material respects with normal industry practice for companies of similar size and stage of development. The Company and its Subsidiaries have timely paid, or caused to be paid, all premiums due under such policies and have not received written notice that they are in default with respect to any obligations under such policies. Neither the Company nor any of its Subsidiaries (A) since January 1, 2021 has received any written notice of cancellation, termination, premium increase or material alteration of coverage with respect to any Insurance Policy or (B) is in material breach or material default (including any such breach or default with respect to the payment of premiums or the giving of notice of claims), and, to the Knowledge of the Company, no event has occurred which, with notice or the lapse of time or both, would constitute such a material breach or material default, or permit termination or modification, under any such policy. All Insurance Policies are in full force and effect and valid and binding in accordance with their terms.

Section 4.24 Related Party Transactions(a). Except as set forth on Section 4.24 of the Company Disclosure Letter, no Related Party of the Company or any of its Subsidiaries or, to the Knowledge of the Company, member of such Related Party’s immediate family, or any Person for which such Related Party serves as an officer or director or which such Related Party controls, (a) is indebted to the Company or any of its Subsidiaries, nor is the Company or any of its Subsidiaries indebted (or committed to make loans or extend or guarantee credit) to any of them, (b) has a direct or indirect material ownership or financial interest in any Person that is a counterparty to any Contract with the Company or any of its Subsidiaries (other than as an equityholder of the Seller), (c) has made any claim or right against the Company or any of its Subsidiaries (other than rights to receive compensation or benefits for services performed as a director, officer, employee or service provider to the Company or any of its Subsidiaries or any rights to reimbursement for business expenses incurred in the ordinary course) or (d) has any direct or indirect ownership or other material interest in, or is an officer, director, or employee of, any Top Customer or Top Supplier (clauses (a) through (d) collectively, “Related Party Agreements”).

Section 4.25 No Other Agreements to Sell. Neither the Company nor any of its Subsidiaries has any legal obligation to any Person other than Parent to effect (a) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Company (other than any merger involving the Company and one or more wholly owned Subsidiaries of the Company where the Company is the surviving corporation in the merger, or any liquidation of a wholly owned Subsidiary of the Company), (b) the acquisition by any Person of all or a significant portion of the assets of the Company and its Subsidiaries, taken as a whole, or (c) the acquisition by any Person of all or a significant portion of the issued and outstanding capital stock of (or other equity interests in) the Company.

Section 4.26 Brokers. No broker, finder or financial advisor (other than the investment banker identified in Section 4.26 of the Company Disclosure Letter) (i) was engaged, directly or indirectly, as a broker, finder or financial advisor for the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement or (ii) is entitled to any brokerage, finder’s or other fee or commission from the Company or any of its Subsidiaries in connection with the Merger and any of the other transactions contemplated by this Agreement based upon a Contract made by or on behalf of the Company or any of its Subsidiaries.

Section 4.27 Investment Intention. The Company understands that the Parent Ordinary Shares to be issued in the Share Issuance have not been registered under the Securities Act and cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

Section 4.28 Ownership of Parent Stock. Neither the Company nor any Subsidiary of the Company owns or has, within the last three years, owned any Parent Ordinary Shares (or other securities convertible into, exchangeable for or exercisable for Parent Ordinary Shares).

Section 4.29 CFIUS. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries engages in (a) the design, fabrication, development, testing, production, or manufacture of one or more “critical technologies” within the meaning of the DPA, except for critical technologies eligible for export pursuant to License Exception ENC at 15 C.F.R. § 740.17(b) to non-“government end users” located or headquartered in a country not listed in Supplement No. 3 to 15 C.F.R. Part 740 other than those countries listed in Country Group D:1 in Supplement No. 1 to 15 C.F.R. Part 740; (b) the ownership, operation, maintenance, supply, manufacture, or servicing of “covered investment critical infrastructure” within the meaning of the DPA (where such activities are covered by column 2 of Appendix A to 31 C.F.R. Part 800); or (c) the maintenance or collection, directly or indirectly, of “sensitive personal data” of U.S. citizens within the meaning of the DPA.

Section 4.30 Acknowledgement of Disclaimer of Other Representations and Warranties. The Company acknowledges that, as of the date hereof, it and its Representatives (a) have received full access to such books and records, facilities, properties, premises, equipment, contracts and other assets of Parent and its Subsidiaries which the Company and its Representatives have requested to review and (b) have had full opportunity to meet with the management of Parent and its Subsidiaries and to discuss the business and assets of Parent and its Subsidiaries. The Company acknowledges and agrees that, except for the representations and warranties expressly set forth in Article VI, in any of the Transaction Agreements and in certifications delivered pursuant to this Agreement, (i) neither Parent nor any of its Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Merger and the Company is not relying on any representation or warranty except for those expressly set forth in Article VI, in any of the Transaction Agreements and in certifications delivered pursuant to this Agreement, (ii) no Person has been authorized by Parent or any of its Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by the Company as having been authorized by such entity and (iii) any estimate, projection, prediction, Data, financial information, memorandum, presentation or any other materials or information provided or addressed to the Company or any of its Representatives, via confidential memorandum, in connection with presentations by Parent’s management or otherwise, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article VI,in any of the Transaction Agreements or in certifications delivered pursuant to this Agreement. The Company has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of Parent and, in making its determination to proceed with the transactions contemplated by this Agreement, including the Merger, the Company has relied on the results of its own independent review and analysis. Notwithstanding anything herein to the contrary, nothing in this Agreement shall affect the ability of the Company to bring claims for Fraud.

Section 4.31 Government Contracts. With respect to any Government Contract, since January 1, 2021: (a) neither the Company nor any of its Subsidiaries has been in material breach of or material default under any Government Contract, and no event has occurred which, with the giving of notice or the lapse of time or both, would constitute such a material breach or material default; (b) all representations and certifications applicable to such Government Contracts and associated bids or proposals were accurate in all material respects when made and have been updated as required; (c) invoices submitted by the Company or any Subsidiary were accurate in all material respects, and any required adjustments have been promptly credited and reported to the applicable customer; (d) neither the Company nor any Subsidiary is required to make or maintain any cost accounting or any pricing disclosure or guarantee, or to maintain any accounting or property system, or performance or surety bond; (e) neither the Company nor any Subsidiary holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (32 C.F.R. pt 117) and neither the Company nor any Subsidiary needs a facility security clearance or needs its employees to hold personal security clearance(s) to perform any Government Contract; (f) neither the Company nor any Subsidiary has claimed “small business” status or other preferred bidder status (such as veteran-owned small business, service-disabled veteran-owned small business, woman-owned, HUBZone, 7(a) small business, minority-owned, etc.) in relation to a Government Contract or an associated bid or proposal; (g) no Government Contract has been awarded to a either the Company or any Subsidiary because of “small business” status or other preferred bidder status; (h) neither the Company nor any Subsidiary nor any of their respective Principals (as that term is defined by 48 C.F.R. § 2.101) has been suspended, debarred, or otherwise excluded from contracting with a Governmental Authority or been notified in writing of any proposed suspension, debarment or exclusion or received any show cause notice from a suspending, debarring or excluding official; (i) neither the Company nor any Subsidiary has made any voluntary or mandatory disclosure to any Governmental Authority with respect to any irregularity, misstatement, significant overpayment, or violation of law arising under or relating to any Government Contract; and (j) neither the Company nor any Subsidiary has received or been provided written (nor to the Knowledge of the Company, any oral) cure notice, show cause notice, notice of investigation or audit by a Governmental Authority.

Section 4.32 No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article IV, in any of the Transaction Agreements or in certifications delivered pursuant to this Agreement, none of the Company, any of its Affiliates or any other Person on behalf of the Company makes any express or implied representation or warranty with respect to the Company, its Subsidiaries or their respective businesses or with respect to any other information provided, or made available, to Parent, Merger Sub or their respective Representatives or Affiliates in connection with the transactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, and other than in the case of Fraud, neither the Company nor any other Person will have or be subject to any Liability or other obligation to Parent, Merger Sub or their respective Representatives or Affiliates or any other Person resulting from Parent’s, Merger Sub’s or their respective Representatives’ or Affiliates’ use of any information, documents, projections, forecasts, financial model of other material made available to Parent, Merger Sub or their respective Representatives or Affiliates, including any information made available in the Electronic Data Room, teaser, marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent, Merger Sub or their respective Representatives or in any other form in connection with the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV, in any of the Transaction Agreements or in certificates delivered pursuant hereto.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF SELLER

Except as disclosed in the Company Disclosure Letter, Seller hereby represents and warrants to Parent and Merger Sub as follows:

Section 5.1 Organization and Qualification. Seller is a limited partnership duly formed, validly existing and in good standing, under the laws of the State of Delaware and has the requisite limited partnership power and authority to conduct its business as it is now being conducted and to own and use the properties owned and used by it.

Section 5.2 Authorization. Seller has all necessary limited partnership power and authority to execute and deliver this Agreement and the other Transaction Agreements to which it is a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by Seller and the consummation by Seller of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary action of Seller, no other proceedings on the part of the Seller are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby, including the Merger (other than, with respect to the consummation of the Merger, filing the Certificate of Merger with the Secretary of State of the State of Delaware). This Agreement has been duly and validly executed and delivered by Seller and, assuming the due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).

Section 5.3 No Conflict; Required Consents.

(a) Except as set forth on Section 5.3(a) of the Company Disclosure Letter, none of the execution and delivery of this Agreement by Seller, the consummation by Seller of the Merger or any other transaction contemplated by this Agreement, or the performance by Seller of its obligations hereunder will (i) conflict with or violate the Governing Documents of Seller, (ii) assuming the consents, registrations, filings, notices, approvals and authorizations specified in Section 5.3(b) have been obtained or made and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver has been satisfied, conflict with or violate any material Law or (iii) result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of consent, termination, amendment, acceleration or cancellation of, or result in the creation of a Lien, upon any of the properties or assets of the Seller pursuant to, any Contract to which the Seller is a party or by which any property or asset of the Seller is bound, except in the case of each of clauses (ii) and (iii) for such violations, conflicts, breaches, defaults, consent rights, terminations, amendments, accelerations, cancellations or Liens that would not, individually or in the aggregate, reasonably be expected to prevent or impair the consummation by the Seller of the transactions contemplated hereby by the Termination Date.

(b) Other than as set forth in Section 5.3(b) of the Company Disclosure Letter, none of the execution and delivery of this Agreement by the Seller, the consummation by the Seller of the Merger or any other transaction contemplated by this Agreement, or the performance by the Seller of its obligations hereunder will require any material consent, approval, authorization, waiver or permit of, or filing with or notification to, any Governmental Authority, except for (i) approvals pursuant to the requirements of the HSR Act and any other Antitrust Approvals, (ii) the CFIUS Approval, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and all such other notices or filings required by the DGCL with respect to the consummation of the Merger, and (iv) such other consents, approvals, authorizations, permits, filings or notifications, the failure of which to have, make or obtain, as applicable, would not, individually or in the aggregate, reasonably be expected to prevent or impair the consummation by the Seller of the transactions contemplated hereby by the Termination Date.

Section 5.4 Ownership of Company Shares. Seller is the record and beneficial owner of all of the Company Shares, free and clear of all Liens, agreements, voting trusts, proxies or other arrangements or restrictions whatsoever (other than restrictions on transfer imposed by applicable federal and state securities Laws and under the Governing Documents of the Company). Other than this Agreement, the Seller is not a party to (a) any option, warrant, purchase right, right of first refusal, call, put or other Contract (other than this Agreement) that would require the Seller to sell, transfer, exchange, pledge, assign, hypothecate or otherwise dispose of any Company Shares or (b) any voting trust, proxy or other Contract relating to the voting of any Company Shares.

Section 5.5 Litigation. Except (i) as set forth on Section 5.5 of the Company Disclosure Letter, (ii) for any approvals pursuant to the requirements of the HSR Act and any other Antitrust Approvals and the CFIUS Approval and (iii) for any Actions under Antitrust Laws that arise or are threatened after the date hereof (in each case in relation to the transactions contemplated by this Agreement, including the Merger), there are no Actions pending, threatened in writing, or, to Seller’s knowledge, threatened orally, against Seller at law or in equity, or before or by any Governmental Authority, which if determined adversely to Seller would prevent or materially impede, interfere with, hinder or delay Seller’s performance under this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated by this Agreement, including the Merger. Seller is not subject to any material outstanding judgment, order (other than any approvals pursuant to the requirements of applicable Antitrust Approvals and the CFIUS Approval or Orders arising under Antitrust Laws after the date hereof) or decree of, or non-prosecution agreement or similar arrangement with, any Governmental Authority which would prevent or materially impede, interfere with, hinder or delay Seller’s performance under this Agreement or the other Transaction Agreements or the consummation of the transactions contemplated hereby, including the Merger.

Section 5.6 Brokers. No broker, finder or financial advisor (other than as identified in Section 4.26 of the Company Disclosure Letter) (i) was engaged, directly or indirectly, as a broker, finder or financial advisor for Seller in connection with the transactions contemplated by this Agreement or (ii) is entitled to any brokerage, finder’s or other fee or commission from the Company or any of its Subsidiaries in connection with the Merger and any of the other transactions contemplated by this Agreement based upon a Contract made by or on behalf of Seller.

Section 5.7 Investment Representation and Securities Laws Matters.

(a) Seller is acquiring the Parent Ordinary Shares constituting the Share Consideration for its own account with the present intention of holding such securities for investment purposes and not with a view to, or for sale in connection with, any distribution of such securities in violation of any federal or state securities Laws. Seller is an “accredited investor” as defined in Regulation D promulgated by the SEC under the Securities Act. Seller has such knowledge and experience in financial and business matters and the industries in which Parent operates that it is capable of evaluating the merits and risks of ownership of the Parent Ordinary Shares constituting the Share Consideration, and is able to bear the economic risk of such ownership for an indefinite period of time.

(b) The Parties acknowledge and agree that the Parent Ordinary Shares included in the Share Consideration will not, as of the Closing Date, be registered under the Securities Act or any state or foreign securities laws, and the offer and sale of the Parent Ordinary Shares included in the Share Consideration is being made in reliance on one or more exemptions for private offerings under Section 4(a)(2) of the Securities Act and other applicable securities Laws. The Parent Ordinary Shares included in the Share Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is registered under any applicable state or foreign securities Laws or sold pursuant to an exemption from registration under the Securities Act and any applicable state or foreign securities Laws. The Parties further acknowledge and agree that the Parent Ordinary Shares included in the Share Consideration constitute “restricted securities” as such term is defined in Rule 144 under the Securities Act.

(c) Neither Seller nor any of its controlled Affiliates owns or has, within the last three years, owned any Parent Ordinary Shares (or other securities convertible into, exchangeable for or exercisable for Parent Ordinary Shares).

Section 5.8 Financial Statements.

(a) Seller does not hold, and has never held, any assets, interests or investments in any other entities, except for its holdings in the Company, and does not have and has never had any operations, business or liabilities of any kind whatsoever, other than (i) activities in connection with its ownership of the Company, (ii) issuances of equity interests in Seller and (iii) activities in connection with its governance and organization and maintaining its existence under Delaware law, in each case, including any activities incidental thereto.

(b) Seller is not a party to and does not have any commitment to become a party to any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC).

(c) The Company Financial Statements fairly reflect the financial position of the Company and its Subsidiaries as of the dates and for the periods stated therein, including on a non-consolidated basis with Seller.

Section 5.9 Acknowledgement of Disclaimer of Other Representations and Warranties. The Seller acknowledges that, as of the date hereof, it and its Representatives (a) have received access to such books and records, facilities, properties, premises, equipment, contracts and other assets of Parent which they and their Representatives have requested to review and (b) have had the opportunity to meet with the management of Parent and its Subsidiaries and to discuss the business and assets of Parent and its Subsidiaries. Seller acknowledges and agrees that, except for the representations and warranties expressly set forth in Article VI, in any of the Transaction Agreements and in certifications delivered pursuant to this Agreement, (i) neither Parent nor Merger Sub makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Merger and Seller is not relying on any representation or warranty except for those expressly set forth in Article VI, in any of the Transaction Agreements and in certifications delivered pursuant to this Agreement, (ii) no Person has been authorized by Parent or Merger Sub to make any representation or warranty relating to themselves or their business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by the Seller as having been authorized by such entity and (iii) any estimate, projection, prediction, Data, financial information, memorandum, presentation or any other materials or information provided or addressed to Seller or any of its Representatives, including any materials or information made available via confidential memorandum, in connection with presentations by Parent’s management or otherwise, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article VI, in any of the Transaction Agreements or in certifications delivered pursuant to this Agreement. Seller has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of Parent and, in making its determination to proceed with the transactions contemplated by this Agreement, including the Merger, Seller has relied on the results of its own independent review and analysis. Notwithstanding anything herein to the contrary, nothing in this Agreement shall affect the ability of Seller to bring claims for Fraud.

Section 5.10 No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article V, in any of the Transaction Agreements and in certifications delivered pursuant to this Agreement, neither Seller nor any of its Affiliates or any other Person on behalf of Seller makes any express or implied representation or warranty with respect to Seller, its Subsidiaries (other than the Company and its Subsidiaries) or their businesses or with respect to any other information provided, or made available to, Parent or Merger Sub or their respective Representatives or Affiliates in connection with the transactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, and other than in the case of Fraud, neither Seller nor any other Person will have or be subject to any Liability or other obligation to the other parties hereto or their respective Representatives or Affiliates or any other Person resulting from such Person’s use of any information, documents, projections, forecasts, financial model or other material made available to Parent and Merger Sub or their respective Representatives or Affiliates, including any information made available in the Electronic Data Room, teaser, marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Parent or Merger Sub or their respective Representatives or in any other form in connection with the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V, in any of the Transaction Agreements or in certifications delivered pursuant to this Agreement.

ARTICLE VI.

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Except (i) solely with respect to Sections 6.8, 6.9, and 6.10, as disclosed in the Parent SEC Documents filed or furnished since January 1, 2022, and publicly available on the SEC’s EDGAR filing system at least two Business Days prior to the date hereof (excluding any disclosures set forth in any such Parent SEC Document in any risk factor section, any disclosure in any section relating to forward-looking statements or any other statements that are non-specific, predictive or primarily cautionary in nature other than historical facts included therein) or, (ii) as set forth in the separate disclosure letter which has been delivered by Parent to the Company prior to the execution of this Agreement (the “Parent Disclosure Letter”), Parent and Merger Sub hereby jointly and severally represent and warrant to the Company as follows:

Section 6.1 Organization and Qualification; Subsidiaries. Each of Parent and Merger Sub is a corporation or other legal entity duly organized or formed, validly existing and (to the extent applicable) in good standing, under the laws of its jurisdiction of organization or formation and has the requisite corporate or similar entity power and authority to conduct its business as it is now being conducted and to own and use the properties owned and used by it. Each of Parent and Merger Sub is duly qualified or licensed as a foreign entity to do business, and (to the extent applicable) is in good standing, in each jurisdiction in which the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement. Each of Parent and Merger Sub has made available to the Company true, complete and correct copies of their Governing Documents, in each case, as in effect as of the date of this Agreement.

Section 6.2 Capitalization of Parent.

(a) As of May 17, 2024, the authorized capital stock of Parent consisted of 250,000,000 ordinary shares, of which 43,146,685 were issued and outstanding. As of May 17, 2024, there were 193,607 Parent Ordinary Shares underlying outstanding Parent options (with a weighted-average exercise price of $78.85), 2,190,604 Parent Ordinary Shares underlying outstanding Parent restricted share units, and 320,911 Parent Ordinary Shares underlying outstanding Parent performance share units, and there were 2,035,319 Parent Ordinary Shares reserved for issuance under the Parent Equity Plans other than such Ordinary Shares that are currently underlying outstanding Parent options, Parent restricted share units and Parent performance share units. Except as set forth above, as of the date hereof, no shares of capital stock of, or other equity interests in, Parent, or options, warrants, puts, calls, or other rights to acquire any such capital stock or other equity or equity-based interests are outstanding or reserved for issuance. All shares that may be issued to the Seller pursuant to this Agreement (including the Share Consideration) or pursuant to an employee benefit plan maintained by Parent will be, when issued in accordance with the terms thereof, (i) duly authorized, validly issued, fully paid and non-assessable, free and clear of all Liens (other than Liens under Parent’s Governing Documents identified in Section 6.2 of the Parent Disclosure Letter and transfer restrictions under applicable securities Laws) and have not been issued in violation of any preemptive rights, or (ii) issued in compliance with the applicable benefit plan maintained by Parent and all applicable Laws and properly accounted for in all respects in accordance with GAAP, as applied consistent with Parent’s past practice.

(b) At the Closing, Parent will have sufficient authorized but unissued Parent Ordinary Shares for Parent to satisfy its obligation to deliver the Share Consideration to Seller pursuant to the terms of this Agreement. Upon consummation of the transactions contemplated hereby, the Seller shall acquire good and valid title to the Parent Ordinary Shares constituting the Share Consideration free and clear of all Liens, other than Liens under Parent’s Governing Documents, transfer restrictions under applicable federal and state securities Law, Israeli Law and the restrictions set forth in the Registration Rights Agreement. As of the date hereof, Parent is a “well-known seasoned issuer” (as defined in Rule 405 promulgated under the Securities Act) eligible to register the resale of the Parent Ordinary Shares constituting the Share Consideration using a registration statement on Form F-3.

Section 6.3 Capitalization of Merger Sub. As of the date of this Agreement, the authorized capital stock of Merger Sub is 1,000 common shares, par value $ 0.01 each, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Direct Parent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated hereby, and it has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement, the Merger and the other transactions contemplated by this Agreement.

Section 6.4 Authorization.

(a) Each of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement and the other Transaction Agreements to which it is a party, and to perform its obligations hereunder and to consummate the transactions contemplated hereby, including the Merger. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary action of Parent and Merger Sub and no other proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby, including the Merger (other than, with respect to the consummation of the Merger, filing the Certificate of Merger with the Secretary of State of the State of Delaware). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles).

(b) The Parent Board has and has not subsequently rescinded or modified: (i) determined that this Agreement and the transactions contemplated hereby, including the Merger and Share Issuance, are advisable and fair to and in the best interests of Parent; and (ii) authorized, approved and adopted this Agreement, the Merger and the other transactions contemplated hereby, including the Merger and Share Issuance.

(c) At a meeting duly called and held prior to the execution of this Agreement in compliance with the requirements of the DGCL and Merger Sub’s Governing Documents, the board of directors of Merger Sub has unanimously, subject to the terms and conditions of this Agreement, (i) determined that this Agreement and the other transactions contemplated hereby, including the Merger, are advisable, fair to, and in the best interests of Merger Sub and Direct Parent, (ii) authorized, approved and adopted this Agreement and the other transactions contemplated hereby, including the Merger, on the terms set forth in this Agreement, and (iii) resolved to recommend to the holders of shares of Merger Sub the approval of this Agreement, the Merger and the other transactions contemplated by this Agreement, which resolutions have not been rescinded, modified or withdrawn in any way.

(d) The vote of Direct Parent in its capacity as the sole stockholder of Merger Sub is the only vote of any stockholders of Parent, Direct Parent or Merger Sub necessary (under applicable Law or otherwise) to consummate the Merger and the other transactions contemplated by this Agreement by Parent and Merger Sub. The board of directors of Direct Parent, in its capacity as sole stockholder of Merger Sub, has, and not subsequently rescinded, modified or withdrawn in any way: (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and fair to and in the best interests of Merger Sub and Direct Parent and (ii) authorized and approved this Agreement and the transactions contemplated hereby, including the Merger.

(e) The issuance and delivery by Parent of the Parent Ordinary Shares constituting the Share Consideration to the Seller does not require any vote or other approval or authorization of any holder of any Parent Ordinary Shares in its capacity as such.

Section 6.5 No Conflict; Required Consents.

(a) None of the execution and delivery of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other transaction contemplated by this Agreement, or the performance by Parent and Merger Sub of their obligations hereunder will (i) conflict with or violate the Governing Documents of Parent or Merger Sub, (ii) assuming the consents, registrations, filings, notices, approvals and authorizations specified in Section 6.5(b) have been obtained or made and the waiting periods referred to therein have expired, and any condition precedent to such consent, approval, authorization, or waiver has been satisfied, conflict with or violate any material Law or (iii) result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of consent, termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than in connection with any financing incurred by Parent or Merger Sub in connection with the transactions contemplated by this Agreement), upon any of the properties or assets of Parent or Merger Sub pursuant to, any Contract to which Parent or Merger Sub is a party or by which any property or asset of Parent or Merger Sub is bound.

(b) None of the execution and delivery of this Agreement by Parent and Merger Sub, the consummation by Parent and Merger Sub of the Merger or any other transaction contemplated by this Agreement, or the performance by Parent and Merger Sub of their obligations hereunder will require any material consent, approval, authorization, waiver or permit of, or filing with or notification to, any Governmental Authority, except for (i) approvals pursuant to the requirements of the HSR Act and any other Antitrust Approvals, (ii) the CFIUS Approval, (iii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware and all such other notices or filings required by the DGCL with respect to the consummation of the Merger, (iv) the Exchange Act, and the rules promulgated thereunder, (v) the Securities Act, and the rules promulgated thereunder (vi) the rules and regulations of NASDAQ and (vii) state securities, takeover and “blue sky” Laws, and (viii) such other consents, approvals, authorizations, permits, filings or notifications, the failure of which to have, make or obtain, as applicable, would not, individually or in the aggregate, reasonably be expected to be material to Parent and its Subsidiaries.

Section 6.6 Brokers. Other than the financial advisor identified in Section 6.6 of the Parent Disclosure Letter, no broker, finder or financial advisor is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger and any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Merger Sub.

Section 6.7 Financing. As of the date of this Agreement and at the Closing, Parent has, and will have at the Closing, sufficient funds available to it (including cash, available lines of credit or other sources of immediately available funds) to permit Parent and Merger Sub to consummate the transactions contemplated by this Agreement, including the Merger, upon the terms contemplated by this Agreement, including the payment of all amounts payable pursuant to Article II or Article III in connection with or as a result of the Merger. For the avoidance of doubt, the obligations of Parent hereunder are not subject to any condition with respect to Parent’s ability to obtain financing.

Section 6.8 SEC Reports and Financial Statements.

(a) Parent and each of its Subsidiaries has filed or furnished all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC since January 1, 2022 (all such documents and reports publicly filed or furnished by the Parent or any of its Subsidiaries, the “Parent SEC Documents”). As of their respective dates or, if amended, as of the date of the last such amendment, the Parent SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents at the time they were filed or furnished contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is, or at any time since January 1, 2022 has been, required to file any forms, reports or other documents with the SEC.

(a) The consolidated financial statements (including all related notes and schedules) of Parent included in the Parent SEC Documents at the time they were filed or furnished (i) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (except, in the case of unaudited statements, subject to normal year-end audit adjustments, the absence of notes and to any other adjustments described therein, including in any notes thereto or with respect to pro forma financial information, subject to the qualifications stated therein), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (iii) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act. Parent is in compliance in all material respects with all current listing and corporate governance requirements of Nasdaq applicable to Parent.

Section 6.9 Internal Controls and Procedures. Parent has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. Parent’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by Parent in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act. Parent’s management has completed an assessment of the effectiveness of Parent’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2023, and such assessment concluded that such controls were effective. Based on its most recent evaluation of internal controls over financial reporting prior to the date hereof, management of Parent has disclosed to Parent’s auditors and the audit committee of the Parent Board (i) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect in any material respect Parent’s ability to record, process and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting.

Section 6.10 Absence of Certain Changes. Since March 31, 2024, there has not been any change, effect or circumstance that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, condition (financial or otherwise) or results of operations of Parent and its Subsidiaries, taken as a whole. Since March 31, 2024, (a) Parent and its Subsidiaries have conducted their businesses only in the Ordinary Course of Business consistent with past practice, and (b) none of Parent or any of its Subsidiaries has taken any action that if taken after the date of this Agreement would constitute a violation of Section 7.2.

Section 6.11 Solvency. Assuming (a) the representations and warranties set forth in Article IV and Article V are, subject to the terms and limitations set forth therein, true and correct, (b) the compliance and performance by Seller and the Company of their respective obligations under this Agreement, (c) the Company and its Subsidiaries, taken as a whole, are solvent immediately prior to the Effective Time, and (d) the satisfaction of the conditions to Parent and Merger Sub’s obligations to consummate the Merger, then immediately after the Closing, Parent and each of its Subsidiaries (including the Surviving Corporation and its Subsidiaries), on a consolidated basis, shall be able to pay their respective debts as they become due and shall own property that has a fair saleable value, on a consolidated basis, greater than the amounts required to pay their respective debts (including a reasonable estimate of the amount of all contingent liabilities). Immediately after giving effect to the Closing, Parent and each of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) shall have adequate capital to carry on their respective businesses. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of Parent, the Company or any of their respective Subsidiaries.

Section 6.12 Acknowledgement of Disclaimer of Other Representations and Warranties. Each of Parent and Merger Sub acknowledges that, as of the date hereof, they and their Representatives (a) have received full access to (i) such books and records, facilities, properties, premises, equipment, contracts and other assets of the Company and its Subsidiaries which they and their Representatives have requested to review and (ii) the Electronic Data Room and (b) have had full opportunity to meet with the management of the Company and its Subsidiaries and to discuss the business and assets of the Company and its Subsidiaries. Parent and Merger Sub each acknowledges and agrees that, except for the representations and warranties expressly set forth in Article IV and Article V, in any of the Transaction Agreements and in certifications delivered pursuant to this Agreement, (i) neither Seller, the Company nor any of the Company’s Subsidiaries makes, or has made, any representation or warranty relating to itself or its business or otherwise in connection with the Merger and Parent and Merger Sub are not relying on any representation or warranty except for those expressly set forth in Article IV and Article V, in any of the Transaction Agreements and in certifications delivered pursuant to this Agreement (including any certificates delivered pursuant hereto), (ii) no Person has been authorized by Seller, the Company or any of the Company’s Subsidiaries to make any representation or warranty relating to itself or its business or otherwise in connection with the Merger, and if made, such representation or warranty must not be relied upon by Parent or Merger Sub as having been authorized by such entity and (iii) any estimate, projection, prediction, data, financial information, memorandum, presentation or any other materials or information provided or addressed to Parent, Merger Sub or any of their Representatives, including any materials or information made available in the Electronic Data Room, via confidential memorandum, in connection with presentations by the Company’s management or otherwise, are not and shall not be deemed to be or include representations or warranties unless and to the extent any such materials or information is the subject of any express representation or warranty set forth in Article IV and Article V. Each of Parent and Merger Sub has conducted, to its satisfaction, its own independent review and analysis of the businesses, assets, condition, operations and prospects of the Company and its Subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, including the Merger, each of Parent and Merger Sub has relied on the results of its own independent review and analysis. Notwithstanding anything herein to the contrary, nothing in this Agreement shall affect the ability of Parent to bring claims for Fraud.

Section 6.13 No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article VI, in any of the Transaction Agreements and in certifications delivered pursuant to this Agreement, none of Parent, Merger Sub, any of their respective Affiliates or any other Person on behalf of Parent makes any express or implied representation or warranty with respect to Parent, Merger Sub, their respective Subsidiaries or their respective businesses or with respect to any other information provided, or made available, the Company or its Representatives or Affiliates in connection with the transactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, and other than in the case of Fraud, neither Parent, Merger Sub nor any other Person will have or be subject to any Liability or other obligation to the Company or its Representatives or Affiliates or any other Person resulting from the Company’s or its Representatives’ or Affiliates’ use of any information, documents, projections, forecasts, financial model of other material made available to the Company or its Representatives or Affiliates, including any information made available in an electronic data room for maintained by Parent for purposes of the transactions contemplated by this Agreement, teaser, marketing material, confidential information memorandum, management presentations, functional “break-out” discussions, responses to questions submitted on behalf of the Company or its Representatives or in any other form in connection with the transactions contemplated by this Agreement, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article VI, in any of the Transaction Agreements or in certifications delivered pursuant to this Agreement.

ARTICLE VII.

COVENANTS AND AGREEMENTS

Section 7.1 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earliest to occur of the Effective Time and the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, except (1) as set forth in Section 7.1 of the Company Disclosure Letter, (2) as required by this Agreement, (3) as required by applicable Law or (4) with the prior written consent of Parent (which consent (i) may be given via email by a senior executive officer of Parent to a senior executive officer of the Company and (ii) shall not be unreasonably withheld, conditioned or delayed, provided that any such consent of Parent shall not affect the calculation of Leakage Amount hereunder): (A) the Company shall use commercially reasonable efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, conduct their respective businesses and operations in all material respects in the Ordinary Course of Business, (B) the Company shall use commercially reasonable efforts to, and shall cause its Subsidiaries to use commercially reasonable efforts to, preserve materially intact its existence and business organization and to preserve the goodwill and present relationships (contractual or otherwise) with all material customers, suppliers, resellers, retailers, distributors, licensors and any others having significant business dealings with the Company or any of its Subsidiaries and (C) without limiting any of the forgoing, the Seller and the Company shall not and the Company shall cause its Subsidiaries not to:

(a) amend in any material respect the Governing Documents of the Company or its Subsidiaries or form any Subsidiary or joint venture entity;

(b) transfer, propose, authorize, issue, sell, pledge, purchase, redeem, retire, dispose of, encumber or grant any capital stock of the Company or any of its Subsidiaries, or any options, warrants, convertible securities or other rights of any kind to acquire any such capital stock of the Company or its Subsidiaries;

(c) (i) declare, set aside, authorize, make or pay any dividend or other distribution with respect to the Company’s or any of its Subsidiaries’ capital stock, options, warrants, call rights, preemptive rights, phantom equity, other Contracts convertible into securities or other similar rights, other than dividends or distributions by any wholly-owned Subsidiary of the Company to the Company or any other wholly-owned Subsidiary of the Company; (ii) split, combine or reclassify any capital stock, options, warrants, call rights, preemptive rights, phantom equity, other Contracts convertible into securities or other similar rights or other equity interests of the Company or any of its Subsidiaries; or (iii) redeem, purchase or otherwise acquire any capital stock, options, warrants, call rights, preemptive rights, phantom equity, other Contracts convertible into securities or other similar rights or other securities of the Company or any of its Subsidiaries.

(d) except as required pursuant to the terms of any Company Benefit Plan as in effect on the date hereof or by applicable Law, (i) increase the compensation or other benefits payable or to become payable to any current director, officer, employee or other individual service provider of the Company or any of its Subsidiaries, other than increases in base salary or wages (and corresponding increases in bonus, commission, and similar incentive compensation) of up to 8% in the Ordinary Course of Business for any current employee who is not a Key Employee (provided, it is understood that a person who is not a Key Employee prior to any such increase may become a Key Employee as a result of such increase) (but not more than 5% in the aggregate for all such employees taken as a whole); (ii) grant any severance (other than severance in accordance with the Company’s or its Subsidiaries’ severance policy as in effect on the date of this Agreement (as such severance policy is described in Section 4.15(a) of the Company Disclosure Letter)), change in control, retention, termination or similar compensation or benefits or take any action to accelerate any such payment or benefit, or the funding of any such payment or benefit, payable or to be provided under any Company Benefit Plan to any current or former employee, director, individual independent contractor or other non-employee service provider of the Company, excluding any payment of bonuses, commissions or similar incentives earned in accordance with their terms in the Ordinary Course of Business; or (iii) adopt, establish, enter into, amend or terminate any material Company Benefit Plan, except for amendments in the Ordinary Course of Business that do not materially increase costs;

(e) (i) hire or terminate the employment or service of, any Key Employee, except for terminations for cause, or (ii) conduct any employee layoffs, terminations or other reductions in force that would trigger notice requirements under the WARN Act;

(f) grant or award any options, convertible securities, restricted shares, restricted stock units or other rights to acquire any capital stock of or other equity or equity-based interests in the Company or any of its Subsidiaries;

(g) make any capital expenditures, except (i) capital expenditures that, in the aggregate in any three-month period, taken as a whole, do not exceed by more than 5% the aggregate capital expenditures budget for the Company and its Subsidiaries for such period set forth on Section 4.20(a)(ii) of the Company Disclosure Letter or (ii) pursuant to Company Contracts in force on the date of this Agreement;

(h) make any acquisition (including by merger) of capital stock or other equity or voting interests or a material portion of the assets of any other Person;

(i) enter into any joint venture, legal partnership (excluding, for avoidance of doubt, strategic relationships, alliances and similar commercial relationships in the Ordinary Course of Business), limited liability company or similar arrangement with any other Person.

(j) sell, assign, transfer, convey, encumber, license, permit to expire (except for the expiration of Registered Company Intellectual Property at the end of its statutory term) or lapse, abandon or otherwise dispose of, or mortgage, pledge or subject to any Lien (other than Permitted Liens), any material asset or material property, whether tangible or intangible, owned, leased or licensed by the Company or its Subsidiaries other than in the Ordinary Course of Business or for the purpose of disposing of obsolete or worthless assets;

(k) except for intercompany loans between the Company and any of its wholly-owned Subsidiaries or between any wholly-owned Subsidiaries of the Company, (A) incur or assume any liabilities or obligations with respect to the following clauses in the definition of Indebtedness: clauses (i), (ii), (iii), (iv), (v), (viii) and (ix); (B) issue or sell any debt securities or warrants or rights to acquire any debt securities of the Company or its Subsidiaries; (C) modify in any material respect the terms of any such Indebtedness for borrowed money, (D) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for any Indebtedness of any Person, (E) make any loans, advances or capital contributions to or investments in any other Person (other than expense advances in the Ordinary Course of Business and/or loans made under the Company’s or its Subsidiaries’ 401(k) plan); or (F) enter into any commodity, currency or other hedging agreements other than such hedging agreements entered into in the Ordinary Course of Business; (G) enter into any new capital leases or synthetic leases classified as indebtedness under GAAP; or (H) enter into any arrangement having the economic effect of any of the foregoing;

(l) (i) amend or modify any Material Company Contract in a manner that is materially adverse to the Company, (ii) terminate any Material Company Contract other than completions or expirations of any Material Company Contract in accordance with its terms or as required pursuant to Section 7.14, (iii) enter into any Contract that would qualify as a Related Party Agreement, (iv) enter into any Contract that would qualify as a Material Company Contract other than in the Ordinary Course of Business, or (v) enter into any Contract that contains any of the types of provisions described on Section 7.1(l) of the Company Disclosure Letter.

(m) (i) change present accounting methods or principles in any material respect, except as required by GAAP, or (ii) revalue in any material respect any of its properties or assets, including writing-off notes or accounts receivable, other than as required by GAAP or in the Ordinary Course of Business;

(n) settle or compromise any Actions except for the settlement of any Actions that meets each of the following requirements: (i) the terms of such settlement do not impose any obligation other than the payment of money and customary confidentiality and release of claims provisions, (ii) the settlement does not involve any admission of guilt or wrongdoing by the Company or any of its Subsidiaries and includes a full and release of claims made by the counterparty to such Action (which release extends to successors of the Company and its Subsidiaries) and (iii) the amount payable pursuant to such settlement involves less than $100,000 individually and less than $250,000 in the aggregate for all such settlements;

(o) recognize a Union as the bargaining unit representative of any employees of the Company or any of its Subsidiaries;

(p) enter into, assume, agree to be bound by, modify, terminate or negotiate any Labor Contract (except for the renewal or legally mandated entry into, in the ordinary course of any national or industry-level Labor Contracts the Company or any of its Subsidiaries is a party to or bound by);

(q) (i) make (other than in the Ordinary Course of Business), change or rescind any material Tax election, (ii) settle or compromise any claim, notice, audit report or assessment in respect of material Taxes, (iii) change any annual Tax accounting period, (iv) adopt or change any material method of Tax accounting, (v) file any material Tax Return in a manner materially inconsistent with past practice of the Company or any Subsidiary or file any amended material Tax Return, (vi) make any voluntary Tax disclosure with a Governmental Authority, (vii) enter into any Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement (other than pursuant to any agreement entered into in the Ordinary Course of Business and the principal purpose of which does not relate to Taxes), (viii) enter into any closing agreement relating to any material Tax, (ix) surrender any right to claim a material refund, credit or similar Tax benefit, or (x) consent to any extension or waiver of the statute of limitations period applicable to any material Tax or Tax Return (other than pursuant to extensions of time to file Tax Returns obtained in the Ordinary Course of Business).

(r) fail in any material respect to maintain insurance coverage that is consistent with the current insurance coverage of the Company and its Subsidiaries, taken as a whole;

(s) enter into any new business line or exit any material existing line of business;

(t) merge, combine or consolidate or adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries;

(u) sell, assign, transfer, license, lease, abandon or otherwise dispose of any material Owned Intellectual Property, other than non-exclusive licenses granted in the Ordinary Course of Business;

(v) disclose any material Trade Secrets or material confidential information of the Company and its Subsidiaries to any Person, other than in the Ordinary Course of Business consistent with past practice or to Persons who are under a contractual, legal, or ethical obligation to maintain the confidentiality of such information; or

(w) agree, commit, or enter into any Contract to do any of the foregoing.

Notwithstanding anything to the contrary in this Section 7.1, (i) the Company’s or its Subsidiaries’ failure to take any action prohibited by Section 7.1(C) shall not be a breach of Section 7.1(A) or Section 7.1(B) and (ii) the Company and its Subsidiaries may enter into and/or pay any transaction bonus arrangements with employees of the Company or its Subsidiaries so long as such bonuses are included in the calculation of Company Expenses and provided that, prior to entering or paying any such transaction bonuses, the Company shall give Parent a reasonable opportunity to review and comment on such proposed bonuses and shall take into account in good faith any reasonable comments made by Parent with respect to such proposed bonuses. Nothing contained in this Agreement shall be construed to give Parent or any of its Affiliates, directly or indirectly, any right to control or direct the businesses of the Company or its subsidiaries prior to the Closing.

Section 7.2 Conduct of Business by Parent Pending the Merger. Parent covenants and agrees that, between the date of this Agreement and the earliest to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except (1) as set forth in Section 7.2 of the Parent Disclosure Letter, (2) as required by this Agreement, (3) as required by applicable Law, or (4) as with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall not:

(a) amend in any material respect their Governing Documents in a manner that would adversely affect the Seller or the Share Consideration, in each case disproportionately relative to other holders of Parent Ordinary Shares; and

(b) grant any demand, piggyback or shelf registration rights, the terms of which are senior to or conflict with the rights to be granted to the Seller under the Registration Rights Agreement to any other Person.

Section 7.3 No Solicitation by the Company.

(a) From the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, neither the Seller nor the Company will, nor shall the Seller nor the Company authorize or permit any of its Subsidiaries to, and the Seller and the Company will use its reasonable best efforts to cause its and their respective Representatives not to, (a) initiate, solicit or knowingly encourage, directly or indirectly, the making of any Company Acquisition Proposal or (b) other than informing Third Parties of the provisions contained in this Section 7.3, engage in negotiations or substantive discussions with, or furnish any nonpublic information to, any Third Party that relates to a Company Acquisition Proposal. For purposes of this Agreement, “Company Acquisition Proposal” shall mean, other than the transactions contemplated by this Agreement, any bona fide proposal or offer (other than a proposal or offer by Parent or any of its Affiliates) from a Third Party for (i) a merger, consolidation, liquidation, recapitalization, share exchange or other business combination transaction involving the Seller, any intermediate holding company or the Company, (ii) the direct or indirect acquisition by any Person of 20% or more of the assets of the Company and its Subsidiaries, taken as a whole (based on fair market value, as determined in good faith by the Company Board), (iii) the direct or indirect acquisition by any Person of 20% or more of the issued and outstanding shares of any class of Company Shares, (iv) any other transaction the consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Merger or (v) any combination of the foregoing.

(b) The Company agrees that it and its Subsidiaries shall, and that they shall cause their respective Representatives to, and the Seller agrees it shall, and that it shall cause its Subsidiaries and Representatives to (i) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person (other than the parties hereto) conducted prior to the date of this Agreement with respect to any Company Acquisition Proposal and (ii) request each third party that has heretofore executed a confidentiality agreement that relates to a Company Acquisition Proposal (other than Parent) to return or destroy all confidential information regarding Seller, the Company or its Subsidiaries heretofore furnished to such third party. The Company agrees that it and its Subsidiaries, and the Seller agrees that it and its Subsidiaries, will take the necessary steps to promptly inform their respective Representatives of the obligations undertaken in this Section 7.3.

Section 7.4 Appropriate Action; Consents; Filings.

(a) Upon the terms and subject to the conditions set forth in this Agreement, and without limiting the other provisions of this Section 7.4, each of the parties hereto shall (and shall cause each of their applicable Subsidiaries and Affiliates to) use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to consummate, as promptly as practicable, the Merger and the other transactions contemplated by this Agreement. Without limiting the foregoing, each of the parties agrees to use its respective reasonable best efforts to (A) cause the conditions to the Merger set forth in Article VIII to be satisfied as promptly as practicable, and (B) obtain all necessary consents, approvals, orders, waivers, and authorizations of, actions or nonactions by, any Governmental Authority necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Merger, and make all necessary registrations, declarations and filings with, and notices to, any Governmental Authorities (including pursuant to the HSR Act any other applicable Antitrust Law necessary to start any applicable waiting period) and take all reasonable steps as may be necessary to obtain an approval from any Governmental Authority or other Persons necessary in connection with the consummation of the transactions contemplated by this Agreement, including the Merger. In furtherance and not in limitation of the foregoing, Parent and Merger Sub agree to use reasonable best efforts to avoid, eliminate or resolve any impediment or objections that may be asserted by the United States Department of Justice, the United States Federal Trade Commission, or under any Antitrust Laws and obtain all necessary consents, approvals, orders, waivers and authorizations of the United States Department of Justice, the United States Federal Trade Commission, or under any Antitrust Laws, so as to enable the parties to consummate the transactions contemplated by this Agreement (including the Merger) expeditiously, and in any event prior to the Termination Date, including committing to and effecting (i) the creation, termination, amendment, modification or divestment of any contracts, agreements, commercial arrangements, relationships, ventures, rights or obligations of Parent, the Company or any of their respective Subsidiaries or Affiliates, (ii) any restrictions, impairments, agreements or actions that would limit Parent’s, the Company’s or their respective Subsidiaries’ or Affiliates’ freedom of action with respect to, or their ability to own, manage, operate, conduct and retain, any of their businesses, assets, equity interests, product lines or properties or (iii) any other remedy, commitment, undertaking or condition (including future behavioral remedies) (each a “Remedial Action”); provided, however, that (A) nothing in this Agreement shall require Parent or its Subsidiaries or its Affiliates (and the Company shall not, and shall not permit its Subsidiaries or Affiliates to, without Parent’s prior written consent) to agree to a Remedial Action that is not conditioned on the consummation of the transactions contemplated by this Agreement, (B) notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, nothing in this Agreement shall obligate Parent or its Subsidiaries or Affiliates to (and the Company shall not, and shall not permit its Subsidiaries or Affiliates to, without Parent’s prior written consent) propose, offer, negotiate, commit to, agree to or effect (x) the sale, divestiture, license, transfer or other disposition of any businesses, assets, equity interests, product lines or properties of Parent, the Company or any of their respective Subsidiaries or Affiliates, (y) any Remedial Actions that would require “hold separate” arrangements, material changes or restrictions in management or other material covenants affecting business operating practices of Parent or any of its Subsidiaries or Affiliates (including the Surviving Corporation) or (z) any other Remedial Action with respect to assets, businesses or product lines of Parent, the Surviving Corporation or any of their respective Subsidiaries, or any combination thereof, that would reasonably be expected to have a material adverse effect on a company of the Company’s size, and (C) notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, nothing in this Agreement shall obligate Parent or its Subsidiaries or Affiliates to litigate or contest any lawsuit by a Governmental Authority which questions the validity or legality of the transactions contemplated by this Agreement or seeks damages in connection therewith.

(b) In furtherance and not in limitation of the foregoing, each of the parties hereto shall (i) as promptly as reasonably practicable (and in no event later than fifteen (15) Business Days following the date hereof) make their respective filings pursuant to the HSR Act, (ii) as promptly as reasonably practicable after the date hereof make any other required or advisable filings, or as applicable, submit any required or advisable draft filings pursuant to any Antitrust Law set forth on Section 8.1(a)(ii) of the Company Disclosure Letter, and (iii) make an appropriate response, as promptly as reasonably practicable, to any request for information or documents from any Governmental Authority, in each case, with respect to the transactions contemplated by this Agreement, including the Merger.

(c) Each of the parties hereto shall use reasonable best efforts to prepare and prefile with the Committee on Foreign Investment in the United States (“CFIUS”) a draft joint voluntary notice and other appropriate documents pursuant to 31 C.F.R. § 800.501(g) as promptly as practicable after the date of this Agreement, and then as promptly as practicable after receipt from CFIUS of comments on the draft joint voluntary notice or confirmation that there are no such comments, but in any event no more than five (5) Business Days after such receipt or confirmation, jointly file with CFIUS a formal joint voluntary notice pursuant to 31 C.F.R. § 800.501(a) (a “Notice”). The parties shall use reasonable best efforts to respond to any request for additional information or documentary material by CFIUS or its member agencies as promptly as practicable (and in any event in accordance with applicable regulatory requirements), and prepare and file any other submissions with CFIUS that are formally requested by CFIUS to be made, or which the parties mutually agree should be made, in each case in connection with the transactions contemplated by this Agreement, (collectively with the Notice, “CFIUS Filings”).

(d) Notwithstanding anything to the contrary set forth in Section 7.4(a), to the extent permitted by applicable law and not prohibited by applicable Governmental Authorities and subject to all applicable privileges (including the attorney client privilege), the parties shall (i) cooperate and coordinate with the other in the making of the CFIUS Filings and in connection with resolving any investigation, request or other inquiry of CFIUS (including, to the extent permitted by applicable law, providing copies, or portions thereof, of all such documents to the non-filing parties prior to filing, except for any exhibits providing the personal identifier information required by 31 C.F.R § 800.502(c)(5)(vi), and considering all reasonable additions, deletions or changes suggested in connection therewith), (ii) supply the other with any information and reasonable assistance that may be required or reasonably requested in connection with the making of such CFIUS Filings, and (iii) subject to the following sentence, use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to obtain CFIUS Approval as promptly as practicable. Notwithstanding anything to the contrary contained in this Agreement, (A) neither Parent, the Company, nor any of their respective Subsidiaries or Affiliates shall be required to agree to any national security agreements, letters of assurance, other mitigation agreements, or any Remedial Action that is not conditioned on the consummation of the transactions contemplated by this Agreement, (B) notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, nothing in this Agreement shall obligate Parent or its Subsidiaries or Affiliates to (and the Company shall not, and shall not permit its Subsidiaries or Affiliates to, without Parent’s prior written consent) propose, offer, negotiate, commit to, agree to or effect (x) the sale, divestiture, license, transfer or other disposition of any business, assets, equity interests, product lines or properties of Parent, the Company or any of their respective Subsidiaries or Affiliates, (y) any Remedial Actions that would require “hold separate” arrangements, material changes or restrictions in management or other material covenants affecting business operating practices of Parent or any of its Subsidiaries or Affiliates (including the Surviving Corporation) or (z) any other Remedial Action with respect to assets, businesses or product lines of Parent, the Surviving Corporation or any of their respective Subsidiaries, or any combination thereof, that would reasonably be expected to have a material adverse effect on a company of the Company’s size, and (C) notwithstanding the foregoing or anything else to the contrary set forth in this Agreement, nothing in this Agreement shall obligate Parent or its Subsidiaries or Affiliates to litigate or contest any lawsuit by a Governmental Authority which questions the validity or legality of the transactions contemplated by this Agreement or seeks damages in connection therewith.

(e) Subject to applicable Law and all applicable privileges (including attorney-client privilege) and except as prohibited by any Governmental Authority, each of the parties hereto shall promptly inform the other of any communication from any Governmental Authority regarding the transactions contemplated by this Agreement in connection with any Regulatory Filing or any other filings or submissions with any Governmental Authority relating to the transactions contemplated by this Agreement. In connection with and without limiting the foregoing, and unless prohibited by applicable law or by the applicable Governmental Authority, the parties hereto shall (i) give each other reasonable advance notice of all meetings with any Governmental Authority relating to the transactions contemplated by this Agreement, (ii) give each other an opportunity to participate in each of such meetings, (iii) keep the other parties reasonably apprised with respect to any communications with any Governmental Authority regarding the transactions contemplated by this Agreement, (iv) make available to the other parties such information as they may reasonably request in order to make any filing pursuant to any Antitrust Law or respond to information or document requests by any Governmental Authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all such written communications (including applications, analyses, presentations, memoranda, briefs, arguments and opinions) with a Governmental Authority, and (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any Governmental Authority relating to the transactions contemplated by this Agreement. Any such disclosures, rights to participate, or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable law and provisions of this Agreement.

(f) Each of Parent and the Company shall be responsible for 50% of all filing fees payable by the parties and their respective Affiliates in connection with obtaining the Antitrust Approvals and CFIUS Approval (collectively “Shared Filing Fees”). If either Parent or the Company, or any of their respective Affiliates, pays any Shared Filings Fees, the other party shall promptly reimburse the paying party for 50% of the amount of such Shared Filing Fees upon presentation of an invoice therefor.

(g) Parent shall not, nor shall it permit its Subsidiaries or Affiliates to, acquire or agree to acquire any assets, business, Person or division thereof in the “machine identity management”, “certificate lifecycle management”, “PKI” or “code signing” industries, if such action would reasonably be expected to (i) materially delay obtaining or materially increase the risk of not obtaining any clearance, consent or approval of any Governmental Authority required to be obtained by this Agreement or (ii) materially increase the risk of any Governmental Authority entering an Order prohibiting the consummation of the transactions contemplated by this Agreement.

Section 7.5 Access to Information; Confidentiality.

(a) From the date of this Agreement to the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1, Seller and the Company will, and will cause their respective Subsidiaries to, provide to Parent and its authorized Representatives (i) reasonable access during normal business hours and upon reasonable prior notice from Parent to their respective properties, books, contracts and records and to the officers and senior employees of the Company and its Subsidiaries as Parent may reasonably request and (ii) such financial and operating for purposes that are reasonably related to the consummation of the transactions contemplated by this Agreement. Notwithstanding the foregoing, the Company shall not be required to provide access to, or cause its Subsidiaries to provide access to, or disclose (A) any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (1) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, (2) violate any applicable Laws, or (3) unreasonably disrupt the businesses and operations of the Company or any of its Subsidiaries or provide access to trade secrets or Protected Information, or (B) if the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto; provided that the Company will use reasonable best efforts to facilitate the sharing of any information so withheld by reason of any of the foregoing exceptions in a manner that does not implicate any of the foregoing exceptions. All information exchanged pursuant to this Section 7.5 shall be subject to the Confidentiality Agreement and the parties shall comply with, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to comply with, all of their respective obligations thereunder.

(b) On the Closing Date, if not provided prior to the Closing Date, the Company shall use commercially reasonable efforts to provide Parent with the applicable access credentials (e.g., passwords, account names, keys, tokens) for all of the Company’s Internet domain names, uniform resource locators, social media handles and accounts and similar online or digital communities or networks.

(c) Except as otherwise provided in this Agreement, prior to the Closing, Parent and its Representatives may only contact and communicate with employees, customers, service providers and suppliers of the Company and its Subsidiaries related to the transactions contemplated hereby after prior consultation with and written approval (email being sufficient) of the Seller (which shall not be unreasonably withheld, conditioned or delayed); provided that, subject to Section 7.8, nothing herein shall prohibit Parent or its Representatives from engaging in any communications (i) in the Ordinary Course of Business and unrelated to the transactions contemplated by this Agreement with any of the customers, service providers, regulators, suppliers and any other material business relations of Parent or any of its Affiliates or (ii) with employees, customers, service providers or suppliers that it has already had contact with prior to the date hereof in connection with Parent’s evaluation and negotiation of this Agreement and the transactions contemplated hereby.

Section 7.6 Directors’ and Officers’ Indemnification and Insurance.

(a) Prior to the Effective Time, the Company shall obtain a non-cancelable extension or “tail” insurance coverage of the directors’ and officers’ liability coverage of the Company’s (or Seller’s) existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, the “D&O Insurance”), in each case, for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies. The costs payable in connection with the D&O Insurance shall constitute a Company Expense. Parent shall cause the D&O Insurance to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation.

(b) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, (i) indemnify, defend and hold harmless each current and former manager, director, and officer of the Company and its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”), against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “D&O Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company, its Subsidiaries, as applicable, occurring or alleged to have occurred before or at the Effective Time (including any D&O Claim relating in whole or in part to this Agreement or the transactions contemplated hereby), and (ii) assume all obligations of the Company and its Subsidiaries, as applicable, to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses, in each case to the extent provided in the Governing Documents of each of the Company and its Subsidiaries as in effect on the date hereof and (B) any other agreement with an Indemnitee that is set forth on Section 7.6(a) of the Company Disclosure Letter and in effect as of the date hereof, which shall in each case survive the transactions contemplated hereby and continue in full force and effect in accordance with the terms thereof.

(c) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, pay and advance to each Indemnitee any expenses (including fees and expenses of legal counsel) in connection with any D&O Claim relating to any acts or omissions covered under this Section 7.6 as and when incurred to the fullest extent permitted under applicable Law and the Governing Documents of the Company and its Subsidiaries in effect as of the date hereof; provided that the Person to whom expenses are advanced provides a written undertaking to repay the amount paid or reimbursed if it is ultimately determined that such Person is not permitted to be indemnified under applicable Law, organizational documents of the Company and its Subsidiaries.

(d) If Parent, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 7.6.

(e) The provisions of this Section 7.6 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for or limitation of, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. The obligations of Parent and the Surviving Corporation under this Section 7.6 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 7.6 applies unless (A) such termination or modification is required by applicable Law or (B) the affected Indemnitee shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 7.6 applies shall be third party beneficiaries of this Section 7.6).

Section 7.7 Notification of Certain Matters; Certain Actions. The Company shall give prompt notice to Parent, and Parent and Merger Sub shall give prompt notice to the Company and the Seller, of (a) any written notice received by such party from (i) any Governmental Authority in connection with the approval of the transactions contemplated by this Agreement, including the Merger, or (ii) any other Person alleging that the consent of such Person is required in connection with the Merger or the transactions contemplated by this Agreement, if, in the case of clause (ii), the failure of such party to obtain such consent would reasonably be expected to have a Company Material Adverse Effect, and (b) any Actions commenced or, to such party’s Knowledge, threatened in writing against, relating to or involving or otherwise affecting such party or any of its directors or Affiliates which relate to this Agreement, the Merger or the transactions contemplated by this Agreement; provided, however, that any failure to give notice in accordance with the foregoing with respect to any event or development shall not be deemed to constitute a violation of this Section 7.7 or the failure of any condition set forth in Article VIII to be satisfied, or otherwise constitute a breach of this Agreement by the party failing to give such notice, in each case, unless the underlying event or development would independently result in a failure of the conditions set forth in Article VIII to be satisfied. Each party shall control the defense or settlement of any Actions against such party or any of its directors or Affiliates which relate to this Agreement, the Merger or the transactions contemplated by this Agreement; provided that each party shall give the other parties hereto reasonable opportunity to participate, at such other parties’ expense, in such Actions and each party shall consult with the other parties hereto and consider in good faith all advice and recommendations of such other parties prior to settling any such Actions.

Section 7.8 Public Announcements. The initial press release(s) announcing the execution of this Agreement shall be in a form mutually agreed upon by Parent and Seller. Parent and Seller shall consult with each other before issuing, and give each other a reasonable opportunity to review and comment on, any other press release or other public announcements with respect to this Agreement or the transactions contemplated hereby, and neither Parent nor Seller shall (nor shall their respective Affiliates) issue any such press release or make any such other public announcement without the consent of the other party, except that no such consent shall be required to the extent otherwise provided by this Agreement or with respect to any disclosures as may be required by applicable Law, Order or court process. Notwithstanding any other provision of this Agreement, (i) the requirements of this Section 7.8 shall not apply to any disclosure by Seller, Company or Parent of any information concerning this Agreement or the transactions contemplated hereby in connection with any dispute between the parties regarding this Agreement, the Merger or the transactions contemplated by this Agreement, (ii) Seller and its Affiliates may disclose the occurrence of the Merger and the financial return and other financial performance or transaction information, in connection with fundraising, marketing, informational or reporting activities to their current and potential equityholders or investors, (iii) any party shall be permitted to make any disclosure required by Law without the prior consent of the other parties and (iv) each party may make public disclosures that are consistent with previous public disclosures made in accordance with this Section 7.8 and that do not include any previously undisclosed material information relating to the transactions contemplated by this Agreement.

Section 7.9 The Company, Direct Parent, and Merger Sub.

(a) Parent will take all actions necessary to (i) cause Direct Parent and Merger Sub to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger, in each case, on the terms and conditions set forth in this Agreement and (ii) ensure that, prior to the Effective Time, Merger Sub shall not conduct any business or make any investments other than as specifically contemplated by this Agreement, or incur or guarantee any indebtedness or Liabilities.

(b) Seller will take all actions necessary to cause the Company and its Subsidiaries to comply with this Agreement, perform its obligations under this Agreement and to consummate the Merger, in each case, on the terms and conditions set forth in this Agreement.

Section 7.10 Employee Matters.

(a) During the period immediately following the Closing Date until the first (1st) anniversary of the Closing Date, or if earlier, the termination date of the Continuing Employee (the “Benefits Continuation Period”), Parent shall provide, or cause to be provided, for those employees of the Company or any of its Subsidiaries who are employees of Parent or any of its Subsidiaries (including the Surviving Corporation and its Subsidiaries) during the Benefits Continuation Period (the “Continuing Employees”), (i) base salary or wage rate and target annual cash incentive compensation opportunities (excluding specific performance goals and equity or equity-based arrangements) that are, in each case, no less favorable than the base salary or wage rate and target annual cash incentive compensation opportunities (excluding specific performance goals and equity or equity-based arrangements) provided to such Continuing Employees by the Company or any of its Subsidiaries immediately prior to the Closing Date, (ii) other employee benefits (excluding equity or equity-based arrangements, change in control, retention or similar benefits, and defined benefit pension or post-employment welfare benefits) that are substantially comparable in the aggregate to those provided to either (1) such Continuing Employees by the Company or any of its Subsidiaries immediately prior to the Closing Date under Company Benefit Plans set forth on Section 4.15(a) of the Company Disclosure Letter (subject to the same exceptions) or as otherwise required by applicable Law, or (2) similarly situated employees of Parent or its applicable Affiliates (subject to the same exceptions), and (iii) severance benefits that are no less favorable than those to which the Continuing Employee would have been entitled under the Company’s or its Subsidiaries’ severance policy disclosed on Section 4.15(a) of the Company Disclosure Letter upon a qualifying termination that occurred immediately prior to the Closing, subject to such Continuing Employee’s execution of a general release of claims in favor of Parent and its Subsidiaries (including the Surviving Corporation).

(b) With respect to any benefit plan or arrangement (other than equity or equity-based plans or programs, defined benefit pension plan, postretirement welfare plan or any other plan under which similarly situated employees of Parent or any of its Subsidiaries do not receive credit for prior service or that is grandfathered or frozen) maintained by Parent or any of its Subsidiaries in which any Continuing Employee is eligible to participate on or after the Closing Date, as of the Closing Date, where applicable, Parent or any of its Subsidiaries shall cause each Continuing Employee to receive full credit for his or her service with the Company or any of its Subsidiaries (as well as service with any predecessor employer) prior to the Closing Date for purposes of determining eligibility to participate, vesting and severance amounts and future vacation accruals; provided that the foregoing shall not apply to the extent that it would result in any duplication of benefits for the same period of service.

(c) With respect to any health and welfare plan maintained by Parent or any of its Subsidiaries in which any Continuing Employee is eligible to participate on or after the Closing Date, Parent shall and shall cause its Subsidiaries (including the Surviving Corporation and its Subsidiaries) to use commercially reasonable efforts to, (i) waive, or cause to be waived, preexisting condition limitations or exclusions, actively-at-work requirements, waiting periods and any other restrictions that would prevent immediate or full participation by and coverage of each Continuing Employee (and his or her eligible dependents) and (ii) to the extent any such Continuing Employee has satisfied any deductible or co-payments, recognize, or cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Continuing Employee (and his or her eligible dependents) during the calendar year in which the Closing Date occurs for purposes of satisfying such year’s deductible and co-payment limitations under the medical, dental, vision or prescription drug plans in which each Continuing Employee (and his or her eligible dependents) will be eligible to participate from and after the Closing Date.

(d) If requested by Parent no later than ten (10) days prior to the Closing Date, the Company or its applicable Subsidiary shall adopt written resolutions (the form and substance of which shall be subject to review and approval of Parent) to terminate, effective as of no later than the day immediately prior to the Closing Date, any Company Benefit Plan that is intended to qualify as a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (a “401(k) Plan”), and to provide that, effective immediately prior to the Closing, (i) all participants in any 401(k) Plan shall be fully vested in their account balances and (ii) no Person shall have any right thereafter to contribute any amounts to such 401(k) Plan based upon compensation earned after the Closing. If the 401(k) Plan is so terminated, Parent shall cause a replacement benefit plan that is intended to be a qualified plan under Section 401(a) of the Code that contains a cash or deferred arrangement under Section 401(k) of the Code (“Parent 401(k) Plan”) to be made available to Continuing Employees on, or as soon as practicable following, the Closing Date, and shall permit each Continuing Employee to make direct rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) in an amount equal to the full account balance distributed to such Continuing Employee from the 401(k) Plan to such Parent 401(k) Plan, including the rollover of any outstanding plan loans.

(e) Prior to the Closing, the Company or its applicable Subsidiary shall forgive the entire outstanding balance under any outstanding loan made to a holder of Class B Units resident in the United Kingdom for the purchase of such Class B Units, less the amount anticipated to be paid to such borrower as a result of ownership of such Class B Units (“Class B Units Loan”), and, to the extent that the Company or its applicable Subsidiary is not able to collect from an employee party to a Class B Units Loan the amount required to satisfy any Tax withholding obligations of the Company or such Subsidiary that arise in connection with the forgiveness of the Class B Units Loan, then the Company or its applicable Subsidiary shall remit such Tax required to be withheld to the applicable Governmental Authority.

(f) Without limiting the generality of Section 11.9, nothing in this Section 7.10, express or implied, (i) is intended to or shall confer upon any Person other than the parties hereto and their respective successors and assigns, including any current or former employee or other service provider of the Company or any of its Subsidiaries, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, (ii) shall establish or constitute an amendment, termination or modification of, or an undertaking to establish, amend or terminate or modify, any benefit plan, program, agreement or arrangement of the Company, Parent, or any of their Subsidiaries, or (iii) shall create any obligation on the part of Parent or any of its Subsidiaries to employ or engage any employee or other service provider of the Company or any of its Subsidiaries for any period following the Effective Time.

Section 7.11 Section 280G. Prior to the Closing, the Company shall seek to obtain from each person who is a “disqualified individual” (as defined in Section 280G of the Code (together with the Treasury Regulations promulgated thereunder, “Section 280G”)) with respect to the Company and its Subsidiaries who is entitled to receive payments and/or benefits that would reasonably be expected to constitute “parachute payments” (as defined in Section 280G) in connection with or otherwise related to the transactions contemplated by this Agreement, an irrevocable waiver of a portion of any such parachute payments or benefits exceeding one dollar less than three times the disqualified individual’s “base amount” (as defined in Section 280G) (the waived payments and benefits shall be collectively referred to as the “Section 280G Waived Payments”); provided that in no event will this Section 7.11 be construed to require the Company or any Subsidiary to compel any Person to waive any existing rights under any Contract or arrangement that such Person has with any of the Company or any of its Affiliates, and in no event will the Company be deemed to be in breach of this Section 7.11 if any such “disqualified individual” refuses to waive any such rights. At least one (1) day prior to the Closing Date, the Company shall submit for approval by its stockholders all Section 280G Waived Payments in accordance with the terms of Section 280G (the “Section 280G Vote”). To the extent that any Contract, agreement or plan will be entered into by, or at the direction of, Parent and/or any of its Affiliates and a disqualified individual at or prior to the Closing (the “Parent Arrangements”), Parent shall provide a copy of such Contract, agreement or plan to the Company at least ten (10) days before the Closing and cooperate with the Company in good faith in order to calculate or determine the value (for purposes of Section 280G) of any payments or benefits granted or contemplated therein that may constitute, individually or in the aggregate with other payments and/or benefits, “parachute payments”; provided, that the Company’s failure to include the Parent Arrangements in the stockholder voting materials described herein, due to Parent’s breach of its obligations set forth herein, will not result in a breach of this Section 7.11. The determination of which persons are “disqualified individuals,” which payments or benefits may be deemed to constitute “parachute payments”, the form of waiver described herein, the disclosure statement and any other materials to be submitted to the Company’s stockholders in connection with the Section 280G Vote, and the calculations related to Section 280G Waived Payments and any other documentation related to the foregoing shall be subject to advance review and comment by Parent, and the Company shall consider and take into account in good faith any reasonable comments made by Parent within two (2) Business Days of the Company’s delivery of such materials to Parent.

Section 7.12 Tax Matters.

(a) Assistance and Cooperation. After the Closing Date, Seller and its Affiliates, Parent, the Company and each of the Company’s Subsidiaries shall use commercially reasonable efforts to cooperate with one another with respect to the administration of Tax matters pertaining to the Company and its Subsidiaries, including in connection with the preparation and filing of Tax Returns and the administration of Tax audits, examinations or other proceedings (and, at Parent’s cost and expense with respect to its and its Affiliates expenses and any documented out-of-pocket expenses of Seller or any of its Affiliates, including for Parent to determine the limitations, if any, on the Company’s or any of its Subsidiaries’ loss carryforwards or other Tax attributes that existed at or before the Closing under Sections 382, 383 and 384 of the Code or any other provisions of Tax Law, provided that the Seller may in its reasonable discretion withhold or limit the provision of any information that it determines it is required to withhold or so-limit in order to comply with any agreement that Seller or any Affiliate of Seller is a party to or to avoid any risk to any such Person’s commercial operations or reputation and, for the avoidance of doubt, Seller may redact any identifying information, including without limitation the name and address of any direct or indirect partner of the Seller). Each of Seller and Parent shall retain all books and records with respect to Taxes for a period of at least seven (7) years following the Closing Date.

(b) Income Tax Returns. At least twenty (20) days prior to filing any income Tax Return of the Company or any Subsidiary that is filed prior to the Closing Date (a “Company Prepared Pre-Closing Income Tax Return”), the Company shall submit a draft of such Company Prepared Pre-Closing Income Tax Return to Parent for Parent’s review and approval, which approval shall not be unreasonably withheld or delayed. The Company shall keep Parent reasonably informed regarding the progress of, and shall consult in good faith with Parent before entering into any final agreement with respect to, the New Jersey VDA (as defined in Section 4.18(c) of the Company Disclosure Letter).

(c) Tax Sharing Agreements. Prior to the Closing Date, all Tax sharing agreements or similar agreements between the Company or any of its Subsidiaries, on the one hand, and Seller and any of its Affiliates, on the other hand, shall be terminated without any further force and effect, and, after the Closing Date, neither the Company nor any of its Subsidiaries shall be bound thereby or have any liability or obligations thereunder.

Section 7.13 R&W Insurance Policy. Parent may, in its sole discretion, obtain the Parent R&W Insurance Policy. If Parent chooses to obtain the Parent R&W Insurance Policy, the Parent R&W Insurance Policy will provide that the insurer(s) thereunder shall not be entitled to any right of subrogation that would permit the insurer to subrogate or otherwise make or bring any claim against the Seller or any of its Affiliates or equityholders, other than in the case of Fraud by the Seller or such Affiliates or equityholders, and that the Seller and its equityholders are third party beneficiaries of such subrogation provision. All premiums, underwriting fees, brokers’ commissions and similar costs and expenses associated with Parent obtaining the Parent R&W Insurance Policy shall be borne by Parent. If Parent chooses to obtain the Parent R&W Insurance Policy, Seller and the Company shall use its reasonable best efforts to provide, and to cause their respective Subsidiaries and their respective Representatives to provide, such customary assistance with the underwriting of the Parent R&W Insurance Policy as is reasonably requested by Parent and Merger Sub. If Parent chooses to obtain the Parent R&W Insurance Policy, at the Closing, the Company shall deliver or cause to be delivered to Parent or its Representatives, as reasonably requested by Parent, a digital copy of all documents and other information uploaded to the Electronic Data Room.

Section 7.14 Termination of Certain Agreements. On and as of the Closing, the Company shall take all actions necessary to (i) settle in cash any amounts outstanding under the Related Party Agreements set forth on Section 7.14 of the Company Disclosure Letter as of immediately prior to the Closing and (ii) cause such Related Party Agreements to be terminated without any further force and effect, in each case, in a manner that does not result in any material Tax liability to the Company or any of its Affiliates, and there shall be no further obligations of any of the relevant parties thereunder following the Closing, except as otherwise set forth on Section 7.14 of the Company Disclosure Letter.

Section 7.15 Payoff Letter. The Company shall and shall cause each of its Subsidiaries to deliver all notices and take other actions reasonably requested by Parent required to facilitate the termination of commitments under the Credit Agreement, repayment in full of all obligations under the Credit Agreement and release of any Liens and guarantees in connection therewith on the Closing Date. The Company shall, and shall cause its Subsidiaries to, furnish to Parent, no later than five (5) Business Days prior to the Closing Date, a draft of a customary payoff letter with respect to the Credit Agreement (the “Payoff Letter”) from all financial institutions and other Persons to which Indebtedness under the Credit Agreement are owed, or the applicable agent, trustee or other representative on behalf of all such Persons, which Payoff Letter shall (x) indicate the total amount required to be paid under the Credit Agreement to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or other outstanding and unpaid obligations related to such Indebtedness and other obligations as of the Closing Date (each such amount, a “Payoff Amount”) and (y) state that all obligations (including guarantees) in respect thereof and Liens in connection therewith on the equity interests in and assets of the Company and each applicable Subsidiary of the Company shall be, substantially concurrently with the receipt of the applicable Payoff Amount on the Closing Date by the Persons holding such Indebtedness or other obligations, be released and terminated, or arrangements satisfactory to Parent for such release shall have been made by such time, subject, as applicable, to the replacement (or cash collateralization or backstopping) of any then outstanding letters of credit thereunder.

Section 7.16 No Transfer of Company Shares. From the date of this Agreement through the earliest to occur of the Effective Time and the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, Seller shall not, directly or indirectly, (a) sell, transfer, exchange, dispose of, encumber, or pledge any Company Shares or (b) enter into any voting trust, proxy, or other Contract relating to the voting of any Company Shares.

Section 7.17 Seller Stockholder Consent(a). Immediately following the execution of this Agreement, the Seller shall deliver to Parent the Seller Stockholder Consent.

Section 7.18 E&O Insurance; Cyber Insurance(a). Prior to the Effective Time, the Company shall use commercially reasonable efforts to obtain, at Parent’s expense: (a) an errors and omissions and employment practices liability tail coverage policy covering the Company and its Subsidiaries for events occurring prior to the Effective Time with a claim reporting or discovery period of at least three (3) years after the Effective Time (the “E&O Insurance”) and (b) a cyber-tail coverage policy covering the Company and its Subsidiaries for events occurring prior to the Effective Time with a claim reporting or discovery period of at least three (3) years after the Effective Time (“Cyber Insurance”), in each case, to the extent such policies are reasonably available in the market.

Section 7.19 Interim Financial Information.

(a) The Company shall use commercially reasonable efforts to provide to Parent:

(i) no later than sixty (60) days after the date hereof, the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2023 and December 31, 2022, and the related audited consolidated statements of operations and comprehensive loss, member’s equity, and cash flows of the Company and its Subsidiaries for the fiscal years ended December 31, 2023 and December 31, 2022, in each case prepared in conformity with GAAP applied on a consistent basis during the periods involved;

(ii) no later than ninety (90) days after March 31, 2024, the unaudited consolidated interim balance sheet of the Company and its Subsidiaries as of March 31, 2024 and March 31, 2023, and the related unaudited consolidated interim statements of operations, member’s equity, and cash flows of the Company and its Subsidiaries for the three (3) months ended March 31, 2024 and March 31, 2023, in each case prepared in conformity with GAAP applied on a consistent basis during the periods involved;

(iii) if Closing is not anticipated to occur on or prior to August 12, 2024, by no later than August 12, 2024, the unaudited consolidated interim balance sheet of the Company and its Subsidiaries as of June 30, 2024 and June 30, 2023, and the related unaudited consolidated interim statements of operations, member’s equity, and cash flows of the Company and its Subsidiaries for the six (6) months ended June 30, 2024 and June 30, 2023, in each case prepared in conformity with GAAP applied on a consistent basis during the periods involved; and

(iv) if Closing is not anticipated to occur on or prior to November 12, 2024, by no later than November 12, 2024, the unaudited consolidated interim balance sheet of the Company and its Subsidiaries as of September 30, 2024 and September 30, 2023, and the related unaudited consolidated interim statements of operations, member’s equity, and cash flows of the Company and its Subsidiaries for the nine (9) months ended September 30, 2024 and September 30, 2023, in each case prepared in conformity with GAAP applied on a consistent basis during the periods involved.

(b) In the event that this Agreement is terminated in accordance with Section 9.1, Parent shall, upon request by the Company, reimburse the Company for all documented out-of-pocket costs incurred by the Company and its Subsidiaries in connection with fulfilling their obligations pursuant to this Section 7.19 to the extent such costs and expenses would not otherwise be incurred by the Company and its Subsidiaries in the Ordinary Course of Business.

Section 7.20 Financing Cooperation.

(a) Prior to the Closing, the Company shall, and shall cause its Subsidiaries to, solely at the cost and expense of Parent, use its and their reasonable best efforts to provide such cooperation as may be reasonably requested by Parent in connection with the arrangement of financing for the Merger (the “Financing”), so long as such requests are timely made so as not to delay the Closing beyond the date that it would otherwise occur. Without limiting the generality of the foregoing, prior to the Closing, such cooperation shall include using reasonable best efforts to do the following (in each case, to the extent so requested):

(i) causing management teams of the Company, with appropriate seniority and expertise, upon reasonable advance notice and during business hours, to participate in a reasonable number of meetings, conference calls, due diligence sessions and similar presentations to and with prospective lenders and rating agencies (with all of the foregoing to be virtual at the Company’s or such persons’ request);

(ii) reasonably assisting with the preparation of customary lender and investor presentations (which may only be distributed to a third party to the extent permitted by the Confidentiality Agreement or other customary confidentiality arrangements) reasonably and customarily required and reasonably requested by financing sources in connection with the Financing, in each case solely with respect to information relating to the Company’s business (including, without limitation, providing customary key performance indicators with respect to environmental and social guidelines);

(iii) assisting in the preparation of customary definitive financing and security documentation and the completion of and disclosure schedules, exhibits or annexes thereto and permitting officers of the Company and its Subsidiaries who will be officers of such entities after the Closing Date to execute and deliver documentation in connection with the Financing; and

(iv) furnishing Parent and financing sources, no later than four (4) Business Days prior to the Closing Date, with all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and 31 C.F.R. §1010.230, that has been reasonably requested by Parent in writing, at least ten (10) Business Days prior to the Closing Date.

(v) Notwithstanding the foregoing, but solely with respect to this Section 7.20(a): (A) nothing contained in this Section 7.20(a) shall require the Company, any of the Company’s Subsidiaries or any of their respective Representatives to provide the cooperation required under Section 7.20(a) to the extent it would unreasonably interfere (in the good faith judgment of the Company) with the ongoing business or operations of the Company and its Subsidiaries; (B) none of the Company, the Company’s Subsidiaries or their respective Representatives shall be required to commit to take any action required under Section 7.20(a) that is not contingent upon the Closing or that would be effective prior to the Closing; and (C) none of the Company, the Company’s Subsidiaries or any of their respective Representatives shall be required in connection with the cooperation required under Section 7.20(a) to (1) take any action required under Section 7.20(a) that would subject the Company, such Company Subsidiary or such Representative to actual or potential liability, (2) bear any cost or expense prior to the Closing (unless reimbursed by Parent), (3) pay any commitment or other fee or make any other payment to incur any other liability or provide or agree to provide any indemnity prior to the Closing, (4) execute, deliver or perform any letter, agreement, document or certificate in connection with the Financing that would be effective prior to the Closing, (5) take or approve any corporate action (including adopting any resolutions) approving the agreements, documents and instruments pursuant to which the Financing is obtained unless (x) Parent shall have determined that the directors, officers, managers and employees taking or approving such corporate action are to remain as directors, officers, managers and employees of the Company or such Subsidiary of the Company on and after the Closing and (y) such corporate action (including any resolutions) is contingent upon the occurrence of, or only effective as of, the Closing; (6) provide access to or disclose information that the Company determines upon the advice of outside counsel could jeopardize any attorney client privilege of, or conflict with any confidentiality obligations binding on the Company or any Subsidiary of the Company or their respective Representatives, provided that the Company will use reasonable best efforts to facilitate the sharing of any information so withheld by reason of any of the foregoing exceptions in a manner that does not implicate any of the foregoing exceptions, (7) take any action in respect of the Financing that would conflict with or violate any applicable Law, any Contract (including this Agreement) or any organizational document of the Company or such Subsidiary of the Company or (8) subject to Section 7.19, prepare or furnish (x) any financial information not prepared by the Company or the Company’s Subsidiaries in the ordinary course of business or (y) any pro forma financial statements or other pro forma information.

(vi) Parent shall (A) promptly, upon written request (email being sufficient) by the Company, reimburse the Company for all reasonable and documented out-of-pocket costs (including reasonable and documented out-of-pocket fees and expenses of counsel and financial advisors), incurred by the Company or the Company’s Subsidiaries in connection with the cooperation as contemplated by this Section 7.20, except that Parent shall not be responsible for any ordinary course amounts payable to employees of the Company or Subsidiaries of the Company with respect to services provided prior to the Closing and (b) indemnify and hold harmless the Company, the Company’s Subsidiaries and their respective Representatives against any costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection therewith, except to the extent such costs or expenses, judgments, fines, losses, claims, damages or liabilities arise from the gross negligence or willful misconduct of the Company, any Subsidiary of the Company or any of their respective Representatives.

(vii) Notwithstanding anything to the contrary contained in this Agreement, a breach of this Section 7.20 by the Company will only constitute a material breach for purposes of this Agreement if (x) the Company shall have committed a Willful Breach (as defined in Section 9.2) of any of its obligations under this Section 7.20 and (y) Parent has provided the Company with notice in writing of such Willful Breach (with reasonable specificity as to the basis for any such Willful Breach and with commercially reasonable and specific actions to cure such alleged Willful Breach) and the Company has failed to cure such Willful Breach (whether through such actions or otherwise) within ten (10) Business Days of the Company’s receipt of such written notice. Parent acknowledges and agrees that its obligation to consummate the transactions contemplated hereby is not conditioned upon any Financing being made available to Parent.

Section 7.21 Other Pre-Closing Matters. Prior to Closing, the Parties shall use commercially reasonable efforts to take the actions set forth on Section 7.21 of the Company Disclosure Letter. For the avoidance of doubt, any fees or expenses incurred by the Company or its Subsidiaries in connection with the actions taken in accordance with this Section 7.21 and/or Section 7.21 of the Company Disclosure Letter shall not constitute Company Expenses and shall instead be allocated in accordance with Section 7.21 of the Company Disclosure Letter. Notwithstanding anything to the contrary contained in this Agreement, the Company shall be deemed to have complied with this Section 7.21 and Section 7.21 of the Company Disclosure Letter unless (i) Parent has provided the Company with written notice of a breach of this Section 7.21, which notice shall include reasonable specificity as to the basis for any such breach and identify commercially reasonable actions that could be taken by the Company in order to cure or remedy such breach and (ii) the Company has not cured or remedied such breach within thirty (30) days following receipt of such notice.

ARTICLE VIII.

CONDITIONS TO THE MERGER

Section 8.1 Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company and Parent at or prior to the Closing of the following conditions:

(a) (i) any waiting period (or any extension thereof, including pursuant to a timing agreement) applicable to the consummation of the Merger and the other transactions contemplated by this Agreement under the HSR Act shall have expired or been terminated and (ii) any applicable clearance, approval or consent under the Antitrust Laws listed in Section 8.1(a)(ii) of the Company Disclosure Letter shall have been granted unless the relevant Governmental Authority has acknowledged that it does not have jurisdiction to review the Merger (the “Antitrust Approvals”);

(b) CFIUS Approval shall have been obtained; and

Section 8.2 Conditions to the Obligations of Parent and Merger Sub. In addition to the conditions set forth in Section 8.1, the respective obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by Parent at or prior to the Closing of the following further conditions:

(a) each of the representations and warranties of the Company (i) set forth in Section 4.2 shall be true and correct in all respects other than for de minimis inaccuracies at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), (ii) set forth in Section 4.1(a), Section 4.4, Section 4.5(a)(i), Section 4.5(b) and Section 4.26 (collectively, the “Fundamental Company Representations”) (A) that are qualified by any “Company Material Adverse Effect” or other qualifications based on the word “material” or similar phrases shall be true and correct in all respects at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) and (B) that are not qualified by any “Company Material Adverse Effect” or other qualifications based on the word “material” or similar phrases shall be true and correct in all material respects at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), and (iii) set forth in Article IV (other than the representations set forth in Section 4.2 and other than the Fundamental Company Representations), without giving effect to any qualifications as to materiality or Company Material Adverse Effect contained therein, shall be true and correct at and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date), except for such failures to be true and correct as would not, individually or in the aggregate, have a Company Material Adverse Effect;

(b) each of the representations and warranties of Seller (i) set forth in Section 5.1, Section 5.2, Section 5.3(a)(i) and Section 5.4 (collectively, the “Fundamental Seller Representations”) (A) that are qualified by any “Company Material Adverse Effect” or other qualifications based on the word “material” or similar phrases shall be true and correct in all respects at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) and (B) that are not qualified by any “Company Material Adverse Effect” or other qualifications based on the word “material” or similar phrases shall be true and correct in all material respects at and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) and (ii) set forth in Article V (other than the Fundamental Seller Representations), without giving effect to any qualifications as to materiality or Company Material Adverse Effect contained therein, shall be true and correct at and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date), except for such failures to be true and correct as would not, individually or in the aggregate, have a material adverse effect on the ability of Seller to consummate the transactions contemplated by this Agreement;

(c) the Company and the Seller shall have performed in all material respects all obligations required by this Agreement to be performed by them at or prior to the Closing;

(d) from the date of this Agreement there shall not have occurred a Company Material Adverse Effect;

(e) each of the Company and the Seller shall have delivered to Parent a certificate, dated the Closing Date and signed by an officer of the Company or Seller, as applicable, certifying to the effect that the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(d) have been satisfied; and

(f) the Seller shall have executed and delivered the Seller Stockholder Consent and the Requisite Company Stockholder Approval shall have been obtained and shall not have been rescinded, modified or withdrawn.

Section 8.3 Conditions to the Obligations of the Seller and the Company. In addition to the conditions set forth in Section 8.1, the obligations of the Seller and the Company to consummate the Merger are subject to the satisfaction or (to the extent permitted by Law) waiver by the Company at or prior to the Closing of the following further conditions:

(a) each of the representations and warranties of Parent and Merger Sub set forth in Article VI, without giving effect to any qualifications as to materiality contained therein, shall be true and correct at and as of the Closing (except to the extent expressly made as of an earlier date, in which case as of such date), except for such failures to be true and correct as would not, individually or in the aggregate, have a material adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement;

(b) Parent and Merger Sub shall have performed in all material respects all obligations required by this Agreement to be performed by them at or prior to the Closing; and

(c) Parent shall have delivered to the Company a certificate, dated the Closing Date and signed by an officer of Parent, certifying to the effect that the conditions set forth in Section 8.3(a) and Section 8.3(b) have been satisfied.

Section 8.4 Frustration of Closing Conditions. Neither Parent nor Merger Sub may rely on the failure of any conditions set forth in Section 8.1 or Section 8.2 to be satisfied if such failure was caused by the failure of Parent or Merger Sub to perform any of its obligations under this Agreement. The Company may not rely on the failure of any conditions set forth in Section 8.1 or Section 8.3 to be satisfied if such failure was caused by the failure of the Company to perform any of its obligations under this Agreement.

ARTICLE IX.

TERMINATION

Section 9.1 Termination. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated at any time prior to the Effective Time, as follows:

(a) by mutual written consent of each of Parent and the Company; or

(b) by either Parent or the Company, if:

(i) the Effective Time shall not have occurred on or before 11:59 p.m. (New York City time) on February 19, 2025 (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(b)(i) shall not be available to a party if its action or failure to act constitutes a material breach or violation of any of its covenants, agreements or other obligations hereunder and such material breach or violation has been the principal cause of or directly resulted in (A) the failure to satisfy the conditions to the obligations of such party to consummate the Merger set forth in Article VIII prior to the Termination Date or (B) the failure of the Closing to occur by the Termination Date;

(ii) any Law shall be in effect enjoining or otherwise prohibiting the consummation of the Merger, and such Law shall have become final and non-appealable; provided, however, that the right to terminate this Agreement under this Section 9.1(b)(ii) shall not be available to a party if the issuance of such final, non-appealable Law was primarily due to the failure of such party, in the case of Parent, including the failure of Merger Sub, and in the case of the Company, including the Seller, to perform any of its obligations under this Agreement; or

(c) by the Company if Parent or Merger Sub shall have breached or failed to perform any of their respective representations, warranties, covenants or other agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to a failure of a condition set forth in Section 8.3(a) or Section 8.3(b) and (B) (1) is not capable of being cured prior to the Termination Date or (2) is not cured by Parent or Merger Sub on or before the earlier of (x) the Termination Date and (y) the date that is thirty (30) days following the receipt by Parent of written notice from the Company of such breach or failure; provided, however, that the Company shall not have a right to terminate this Agreement pursuant to this Section 9.1(c) if the Company is then in material breach of any of its representations, warranties, covenants or agreements hereunder; or

(d) by Parent if the Company or Seller shall have breached or failed to perform any of its representations, warranties, covenants or other agreements set forth in this Agreement, which breach or failure to perform (A) would give rise to the failure of any condition set forth in Section 8.2(a), Section 8.2(b) or Section 8.2(c) and (B) (1) is not capable of being cured prior to the Termination Date or (2) is not cured by the Company or Seller on or before the earlier of (x) the Termination Date and (y) the date that is thirty (30) days following the receipt by the Company of written notice from Parent of such breach or failure; provided, however, that Parent shall not have a right to terminate this Agreement pursuant to this Section 9.1(d) if Parent or Merger Sub is then in material breach of any of its representations, warranties, covenants or agreements hereunder; or

(e) by Parent if the Company has not delivered to Parent the Seller Stockholder Consent within 24 hours following the execution of this Agreement, or if the Seller Stockholder Consent does not constitute the Requisite Company Stockholder Approval.

Section 9.2 Effect of Termination. In the event that this Agreement is terminated in accordance with Section 9.1, written notice thereof shall be given to the other party or parties, specifying the provisions hereof pursuant to which such termination is made and the basis therefor described in reasonable detail, and, except as set forth in this Section 9.2, this Agreement shall forthwith become null and void and of no effect without Liability on the part of any party hereto (or any of its Representatives), and all rights and obligations of any party hereto shall cease; provided that, if (a) such termination resulted, directly or indirectly, from the Fraud or Willful Breach of any representation, warranty, covenant or other agreement contained herein or (b) the Fraud or Willful Breach of any representation, warranty, covenant or other agreement contained herein shall cause the Closing not to occur, then, notwithstanding such termination, such breaching party shall be fully liable for any and all damages, costs, expenses, Liabilities or other losses of any kind, in each case, incurred or suffered by the other party or its Affiliates as a result of such Fraud or Willful Breach; provided, further that the Confidentiality Agreement and the provisions of Section 7.8, Section 9.2, and Article XI shall survive any termination of this Agreement pursuant to Section 9.1. For purposes of this Section 9.2, “Willful Breach” means a material breach that is a consequence of an act undertaken or inaction by the breaching party with the knowledge that the taking of or failure to take such act would, or would be reasonably expected to, cause a breach of this Agreement.

ARTICLE X.

SURVIVAL AND REMEDIES

Section 10.1 No Survival of Representations, Warranties and Covenants.

(a) None of the representations, warranties, covenants and agreements in this Agreement or in any instrument, document or certificate delivered pursuant to this Agreement shall survive the Effective Time, except for those covenants and agreements contained herein and therein which by their terms expressly apply in whole or in part after the Effective Time and then only with respect to any breaches occurring at or after the Effective Time and until such covenants and agreements have been fully performed. No Party or any of its respective Affiliates shall have any Liability with respect to any representation, warranty, covenant or agreement from and after the time that such representation, warranty, covenant or agreement ceases to survive hereunder; provided that the foregoing shall not limit (a) any claim or recovery that may be available to Parent under the Parent R&W Insurance Policy or (b) any claim of Fraud.

Section 10.2 Exclusive Remedy. From and after the Closing, the rights of the Parties under Section 3.3, Section 10.1, and Section 11.5 and any rights to recovery Parent may have under the Parent R&W Insurance Policy shall be the sole and exclusive remedy of the Parties with respect to any breach of any representation, warranty, covenant or agreement contained in (other than each covenant or agreement set forth in this Agreement that by its terms is to be performed following the Closing) or any other breach of, this Agreement, or otherwise in connection with the transactions contemplated hereby.

ARTICLE XI.

GENERAL PROVISIONS

Section 11.1 Notices. Any notice required to be given hereunder shall be sufficient if in writing and sent by (i) e-mail to the applicable e-mail addresses set out below (provided that no delivery failure message is generated) (provided that any notice received by e-mail transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (New York City time) shall be deemed to have been received at 9:00 a.m. (New York City time) on the next Business Day), (ii) reliable overnight delivery service (with proof of service), (iii) hand delivery or (iv) certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows (or at such other address for a party as shall be specified in a notice given in accordance with this Section 11.1):

if to Parent or Merger Sub:

CyberArk Software Ltd.

9 Hapsagot Street

Petah Tikva, Israel 4951040

Attention: Legal Department

Email: contract-notices@cyberark.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
Attention: Josh Dubofsky; Josh Kiernan; Leah Sauter

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

leah.sauter@lw.com

if to the Company or Seller:

Venafi Parent, LP

c/o Thoma Bravo, L.P.

One Market Plaza

Spear Tower, Suite 2400

San Francisco, CA 94105

Attention: Seth Boro; Chip Virnig; Collin Gallagher

Email: sboro@thomabravo.com; cvirnig@thomabravo.com;

cgallagher@thomabravo.com

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP
333 W Wolf Point Plaza
Chicago, IL 60654
Attention: Corey D. Fox, P.C.; Bradley C. Reed, P.C.; Brett R. Nelson

Email: cfox@kirkland.com; Bradley.reed@kirkland.com;

brett.nelson@kirkland.com

Section 11.2 Interpretation; Certain Definitions. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement. Disclosure of any fact, circumstance or information in any Section of the Company Disclosure Letter or Parent Disclosure Letter, as applicable, shall be deemed to be disclosure of such fact, circumstance or information with respect to all other Sections of the Company Disclosure Letter or Parent Disclosure Letter where the applicability of such fact, circumstance or information is reasonably apparent. The inclusion of any item in the Company Disclosure Letter or Parent Disclosure Letter shall not be deemed to be an admission or evidence of materiality of such item, nor shall it establish any standard of materiality for any purpose whatsoever. No disclosure in the Company Disclosure Letter relating to any possible breach or violation of any Contract or Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or an Exhibit to, this Agreement, unless otherwise indicated. The table of contents and headings for this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereby,” “hereto” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole, including all Exhibits, Schedules and Annexes and Appendices, and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor Laws and the related regulations and published interpretations thereof; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any Law shall be deemed to refer to such Law, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date. References to a Person are also to its successors and permitted assigns. The words “made available to Parent” or words of similar import refer to documents (x) posted to the Electronic Data Room or (y) delivered in Person or electronically to Parent, Merger Sub or any of their respective Representatives. The specification of any dollar amount in any representation or warranty contained in Article IV, Article V or Article VI is not intended to imply that such amount, or higher or lower amounts, are or are not material for purposes of this Agreement, and no party shall use the fact of the setting forth of any such amount in any dispute or controversy between or among the parties as to whether any obligation, item or matter not described herein or included in the Company Disclosure Letter or the Parent Disclosure Letter is or is not material for purposes of this Agreement. The phrases “the date of this Agreement” and “the date hereof” and terms or phrases of similar import shall be deemed to refer to May 19, 2024 unless the context requires otherwise. When used in reference to the Company or its Subsidiaries, the term “material” shall be measured against the Company and its Subsidiaries, taken as a whole. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” References to “$” or “dollars” in this Agreement shall mean United States dollars. Words describing the singular number shall be deemed to include the plural and vice versa, words denoting any gender shall be deemed to include all genders and words denoting natural Persons shall be deemed to include business entities and vice versa. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of Parent and the Surviving Corporation to cause such Subsidiary to take such action. Whenever this Agreement requires Merger Sub to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause Merger Sub to take such action. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day.

Section 11.3 Amendment. This Agreement may be amended by mutual agreement of the parties hereto at any time. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto.

Section 11.4 Extension; Waiver. At any time prior to the Effective Time, subject to applicable Law, Seller or the Company, on the one hand, and Parent and Merger Sub, on the other hand, may (a) extend the time for the performance of any obligation or other act of any other party, (b) waive any inaccuracy in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, and (c) subject to the proviso of the first sentence of Section 11.3, waive compliance by Parent or Merger Sub (if such waiver is granted by Seller and the Company) or by Seller or the Company (if such waiver is granted by Parent and Merger Sub) with any agreement or condition contained herein. Notwithstanding the foregoing, no failure or delay by Seller, the Company, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Any agreement on the part of a party to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Section 11.5 Expenses; Transfer Taxes. Except as expressly set forth herein (including Section 3.2(c)Section 7.4(f), Section 7.18(b) and Section 9.2), all fees and expenses incurred in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not the Merger or any of the other transactions contemplated by this Agreement are consummated. Transfer Taxes incurred in connection with the transactions contemplated by this Agreement (including as a result of the acquisition of the equity interests in the Company pursuant to this Agreement) shall be borne equally by Parent, on one hand, and by the holders of Company Shares as a Company Expense, on the other hand. For the avoidance of doubt, all Transfer Taxes for which the Seller is responsible pursuant to this Section 11.5 shall be included as Company Expenses, even if the relevant Taxes are not required to be paid until after the Closing. Parent and the Company shall reasonably cooperate with one another in filing all necessary Tax Returns and other documentation with respect to Transfer Taxes, including by promptly supplying any information in their possession that is reasonably necessary to complete such Tax Returns. Costs and expenses associated with the preparation and filing of such Tax Returns relating to Transfer Taxes incurred in connection with the transactions contemplated by this Agreement (including as a result of the acquisition of the equity interests in the Company from the Seller pursuant to this Agreement) shall be borne equally by Parent, on one hand, and by the Seller as a Company Expense, on the other hand.

Section 11.6 Severability. If any term or other provision of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, illegal or incapable of being enforced under any present or future Law, or public policy, (a) such term or other provision shall be fully separable, (b) this Agreement shall be construed and enforced as if such invalid, illegal or unenforceable provision had never comprised a part hereof, and (c) all other conditions and provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable term or other provision or by its severance herefrom so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in a mutually acceptable manner in order that the transactions contemplated hereby are fulfilled as originally contemplated to the fullest extent possible.

Section 11.7 Assignment. Parent may assign its rights, interests and obligations under this Agreement to any Subsidiary of Parent, provided that no such assignment shall relieve Parent of its obligations hereunder. Other than pursuant to the preceding sentence, neither this Agreement nor any rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties hereto. Subject to the proceeding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective permitted successors and permitted assigns.

Section 11.8 Entire Agreement. This Agreement (including the Exhibits, Schedules, Annexes and Appendices hereto and other documents delivered pursuant hereto) constitutes, together with the other Transaction Agreements, the Company Disclosure Letter and the Parent Disclosure Letter, the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof. The Company Disclosure Letter and the Parent Disclosure Letter are “facts ascertainable” as that term is used in Section 251(b) of the DGCL, and do not form part of this Agreement but instead operate upon the terms of this Agreement as provided herein.

Section 11.9 No Third-Party Beneficiaries. This Agreement is not intended to and shall not confer any rights or remedies upon any Person other than the parties hereto and their respective successors and permitted assigns, except for the rights of (a) the Indemnitees under Section 7.6, (b) the Nonrecourse Parties under Section 11.15 and (c) the Seller Released Persons and the Parent Released Persons under Section 11.16. The representations and warranties in this Agreement are the product of negotiations among the parties hereto and are for the sole benefit of the parties hereto. Any inaccuracies in such representations and warranties are subject to waiver by the parties hereto in accordance with Section 11.4 without notice or Liability to any other Person. The representations and warranties in this Agreement may represent an allocation among the parties hereto of risks associated with particular matters regardless of the Knowledge of any of the parties hereto. Accordingly, Persons other than the parties hereto may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

Section 11.10 Governing Law. This Agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, Merger Sub or the Company in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

Section 11.11 Specific Performance. The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the transactions contemplated by this Agreement) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the parties acknowledge and agree that the parties hereto shall be entitled to seek an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The election of Seller, Parent or the Company to pursue an injunction or specific performance shall not restrict, impair or otherwise limit such party from subsequently seeking to terminate this Agreement and shall not restrict, impair or otherwise limit Seller, Parent or the Company seeking to collect damages pursuant to Section 9.2.

Section 11.12 Consent to Jurisdiction.

(a) Each of Parent, Merger Sub, Seller and the Company hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the State of Delaware, for the purpose of any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Parent, Merger Sub, Seller or the Company in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any Delaware state or federal court.

(b) Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, at the address set forth in Section 11.1 with the same legal force and validity as if personally served upon such party within the State of Delaware, provided that nothing in this Section 11.12 shall affect the right of any party to serve legal process in any other manner permitted by Law, (b) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery, any other court of the State of Delaware and any Federal court sitting in the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (c) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (d) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Delaware Court of Chancery (or, if (but only if) the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any Federal court sitting in the State of Delaware). Each of Parent, Merger Sub, Seller and the Company agrees that a final judgment in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

Section 11.13 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or by e-mail of a .pdf attachment shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 11.14 WAIVER OF JURY TRIAL. EACH OF PARENT, MERGER SUB, SELLER AND THE COMPANY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE ACTIONS OF PARENT, MERGER SUB, SELLER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.

Section 11.15 No Recourse to Related Parties. No Person who is not party to this Agreement, including any Nonrecourse Party of the parties to this Agreement (in each case, other than the parties to this Agreement themselves), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach, other than the obligations of the parties thereto under the Registration Rights Agreement and, to the maximum extent permitted by Law, each party hereby waives and releases all such claims, causes of action, obligations, or liabilities against any Nonrecourse Parties. Notwithstanding the foregoing, this Section 11.15 will not limit claims with respect to Fraud to the extent expressly provided by the last sentence of the definition thereof.

Section 11.16 Release

(a) Effective as of the Effective Time, Seller, on its own behalf and on behalf of its direct and indirect equity holders, controlled Affiliates and Representatives, and its and their respective Affiliates and Representatives, and each of the respective heirs, executors, administrators, successors and permitted assigns of each of the foregoing (each, a “Seller Releasing Person”), hereby absolutely and unconditionally releases and forever discharges Parent, Direct Parent, the Surviving Corporation and its Subsidiaries and all of their respective past, present and future direct and indirect equity holders, Affiliates and Representatives, and each of its and their respective Affiliates and Representatives, each of the respective heirs, executors, administrators, successors and permitted assigns of each of the foregoing (each, a “Parent Released Person”) from, and agrees not to assert any Action with respect to, any Liabilities whatsoever, of any kind or nature, whether at law or in equity (“Seller Released Claims”), which have been or could have been asserted against any Parent Released Person, which any Seller Releasing Person has or ever had, which arises out of or in any way relates to (a) the fact that Seller was or is a holder of Company Shares and (b) the organization, management or operation of the businesses of the Company and its Subsidiaries or the assets and affairs of the Company and its Subsidiaries by the Seller prior to the Closing; provided, that notwithstanding the foregoing, “Seller Released Claims” does not include, and the provisions of this Section 11.16(a) shall not release or otherwise diminish, (i) the rights or obligations of Seller arising out of this Agreement or any other Transaction Agreement, (ii) any rights of any Indemnitee under Section 7.6 of this Agreement, (iii) coverage of any Indemnitees under any directors or officers insurance policy of the Company, the Surviving Corporation or their Subsidiaries (including the D&O Insurance), (iv) any rights of any Seller Releasing Person or any obligations of any Parent Released Person in connection with any commercial agreement between Parent, the Company or any of their respective Subsidiaries, on the one hand, and any portfolio company affiliated with any Seller Releasing Person, on the other hand, or (iv) any claim in respect of Fraud.

(b) Effective as of the Effective Time, Parent, on its own behalf and on behalf of its controlled Affiliates and Representatives, and its and their respective Affiliates and Representatives, and each of the respective heirs, executors, administrators, successors and permitted assigns of each of the foregoing (including, at and following the Effective Time, the Surviving Corporation) (each, a “Parent Releasing Person”), hereby absolutely and unconditionally releases and forever discharges Seller, in its capacity as an equityholder of the Company, and all of its past, present and future direct and indirect equity holders, its Affiliates and Representatives, and each of its and their respective Affiliates and Representatives, and each of the respective heirs, executors, administrators, successors and permitted assigns of each of the foregoing (each, a “Seller Released Person”) from, and agrees not to assert any Action with respect to, any Liabilities whatsoever, of any kind or nature, whether at law or in equity (“Parent Released Claims”), which have been or could have been asserted against any Seller Released Person, which any Parent Releasing Person has or ever had, which arises out of or in any way relates to (a) the fact that Seller was a holder of Company Shares and (b) the organization, management or operation of the businesses of the Company and its Subsidiaries by the Seller or its Affiliates or the assets and affairs of the Company and its Subsidiaries prior to the Closing; provided, that notwithstanding the foregoing, “Parent Released Claims” does not include, and the provisions of this Section 11.16(b) shall not release or otherwise diminish, (i) the rights or obligations arising out of this Agreement or any other Transaction Agreement, (ii) any rights of any Parent Releasing Person or any obligations of any Seller Released Person in connection with any commercial agreement between Parent, the Company or any of their respective Subsidiaries, on the one hand, and any portfolio company affiliated with any Seller Releasing Person, on the other hand or (iii) any claim in respect of Fraud.

[Remainder of page intentionally left blank; signature pages follow.]

IN WITNESS WHEREOF, Parent, Merger Sub, the Company and the Seller have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

CYBERARK SOFTWARE LTD.

By: /s/Matthew Cohen
Name: Matthew Cohen
Title: CEO

By: /s/Joshua Siegel
Name: Joshua Siegel
Title: CFO

TRITON MERGER SUB, INC.

By: /s/Matthew Cohen
Name: Matthew Cohen
Title: CEO & Secretary

[Signature Page to Agreement and Plan of Merger]

VENAFI PARENT, LP

By: /s/ Patrick Dennis
Name: Patrick Dennis
Title: Chief Executive Officer and President

VENAFI HOLDINGS, INC.

By: /s/ Patrick Dennis
Name: Patrick Dennis
Title: Chief Executive Officer and President

[Signature Page to Agreement and Plan of Merger]

Exhibit A

RESTRICTIVE COVENANT AGREEMENT

This RESTRICTIVE COVENANT AGREEMENT (this “Agreement”), entered into as of May 19, 2024, is made by and among CyberArk Software Ltd., a company incorporated under the Laws of the State of Israel (the ” Parent”), Triton Merger Sub, Inc., a Delaware corporation and indirect wholly owned Subsidiary of Parent (“Merger Sub”), Venafi Parent, LP, a Delaware limited partnership (“Seller”), and each of the undersigned (together with Seller, the “Restricted Parties”, and each a “Restricted Party”). Capitalized terms used herein but not defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

WHEREAS, Parent, Merger Sub, Venafi Holdings, Inc., a Delaware corporation (the “Company”, and the Company and each of its Subsidiaries as of the Closing, a “Group Company”), and Seller have entered into an Agreement and Plan of Merger, dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Merger Agreement ”), pursuant to which and subject to the terms thereof, among other things, Merger Sub will merge with and into the Company with the Company surviving the merger as an indirect wholly owned Subsidiary of Parent (the “Merger”); and

WHEREAS, as a condition and material inducement to Parent’s and Merger Sub’s willingness to enter into the Merger Agreement, Parent and Merger Sub have requested that each Restricted Party agree, and in order to induce Parent and Merger Sub to enter into the Merger Agreement and to consummate the transactions contemplated thereby, each Restricted Party is willing to agree, to the matters set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Non-Solicitation of Business Associates. From the date hereof until the third (3rd) anniversary of the Closing Date, each Restricted Party shall not, and shall cause its directly or indirectly controlled Affiliates (other than, prior to the Effective Time, any Group Company) not to, directly or indirectly, solicit for employment, hire, retain, engage or employ any person set forth on Annex A (each, a “Business Associate”), or knowingly encourage, request, induce or advise any Business Associate to leave his or her employment or engagement with any Group Company, without the prior written consent of Parent; provided that the foregoing shall not prohibit any Restricted Party or any Affiliate of any Restricted Party from (a) making a general solicitation or offer of employment to the public or any such action by search firms, employment agencies or other similar entities in each case that is not targeted or focused on employees of any Group Company, so long as no Business Associate is hired or engaged as a result thereof or (b) engaging in the acts described in this Section 1 (including, without limitation, soliciting, hiring or engaging any Business Associate) with respect to any Business Associate whose employment or engagement with a Group Company ceased at least six (6) months prior to such solicitation, hiring or engagement; provided further that, this Section 1 shall not prohibit or limit any action that may be taken by any Portfolio Company (as defined below) of a Restricted Party, unless such Portfolio Company has (A) acted at the direction or encouragement of any Restricted Party in breach of this Agreement or (B) receives or is given access to Confidential Information (as defined below) from the Restricted Party.

Section 2. Non- Disclosure of Confidential Information. From the date hereof until the fifth (5^th) anniversary of the Closing Date, each Restricted Party shall not disclose any Confidential Information, except (a) in connection with complying with, enforcing its rights, or defending any claim, under the Merger Agreement, the Transaction Agreements, or the transactions contemplated thereby, (b) for disclosure of Confidential Information of a nature that would typically be provided by private equity funds with respect to their prior portfolio companies to investors or prospective investors, in each case, provided such recipient is bound by a confidentiality obligation with respect to such information, (c) for disclosure of Confidential Information where requested in connection with a routine audit or examination by a Governmental Authority that is not specifically directed at any Group Company or the transactions contemplated by the Merger Agreement, (d) for financial and tax reporting and regulatory purposes, and (e) to its professional advisors who are bound by a duty of confidentiality with respect to such information. In the event that, during such period, a Restricted Party is requested or required by any Governmental Authority or by interrogatory, subpoena, civil investigative demand, or similar process to disclose any Confidential Information (other than as set forth in clause (c) above), such Restricted Party may disclose the Confidential Information so requested or required; provided such Restricted Party will notify Parent promptly (if such notification is permissible under Law) of the request or requirement so that Parent may (at Parent’s sole cost) seek an appropriate protective order or waive compliance with the provisions of this Section 2. The term “Confidential Information” shall mean confidential and proprietary information concerning (i) the Company and its business as of the Closing Date, including information relating to the Company’s and Seller’s financial statements, clients, customers, potential clients or customers, employees, suppliers, equipment, designs, drawings, programs, strategies, analyses, profit margins, sales, methods of operation, plans, products, technologies, materials, trade secrets, strategies, prospects or other proprietary information and (ii) Parent and its business as of the Closing Date. Notwithstanding the foregoing, Confidential Information shall not include information which (i) is or becomes generally available to the public other than as a result of a breach of the Merger Agreement or this Agreement by any Restricted Party, (ii) is or is made available to the Restricted Party or its Affiliates by a third party which, to the knowledge of such Restricted Party, has no obligation of confidentiality with respect to such information, or (iii) was or is independently developed by the Restricted Party or its Affiliates without use of information that would otherwise constitute Confidential Information. Parent acknowledges and agrees that certain of the Restricted Parties’ Representatives may serve as directors/managers, officers and consultants (each such person, an “Engaged Investment Professional”) of one or more direct or indirect Affiliates or portfolio companies of the Restricted Parties or of investment funds managed by the Restricted Parties or their Affiliates (each a “Portfolio Company”), and no such Affiliate or Portfolio Company shall be deemed to have received any Confidential Information or be acting on behalf of or at the direction or encouragement of a Restricted Party solely due to the dual role of any Engaged Investment Professional, so long as such Engaged Investment Professional does not actually disclose or make available any Confidential Information to such Affiliate or Portfolio Company (except for any other Engaged Investment Professional that serves in a similar dual role at such Affiliate or Portfolio Company).

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Section 3. Representations. Each Restricted Party represents and warrants to Parent and Merger Sub as follows:

(a) The execution and delivery of this Agreement by the Restricted Party does not, and the performance by the Restricted Party of its obligations hereunder will not, constitute a violation of, conflict with, result in a default (or an event which, with notice or lapse of time or both, would result in a default) under, (i) any Contract to which the Restricted Party is a party or by which the Restricted Party is bound or subject, (ii) any applicable Law affecting the Restricted Party, or (iii) the organizational documents of the Restricted Party.

(b) The Restricted Party has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Restricted Party and no other actions on the part of the Restricted Party are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Restricted Party and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding agreement of the Restricted Party, enforceable against the Restricted Party in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Section 4. Miscellaneous.

(a) Equitable Relief. Each Restricted Party acknowledges and agrees that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any Restricted Party breaches this Agreement. Accordingly, the Restricted Parties acknowledge and agree that any Restricted Party, Parent and Merger Sub shall be entitled to seek an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Restricted Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

(b) Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(i) This Agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of the Restricted Parties, Parent or Merger Sub in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

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(ii) Each of the Restricted Parties, Parent and Merger Sub hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and to the jurisdiction of the United States District Court for the State of Delaware, for the purpose of any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of any Restricted Party, Parent or Merger Sub in the negotiation, administration, performance and enforcement thereof, and each of the parties hereto hereby irrevocably agrees that all claims in respect to such action or proceeding may be heard and determined exclusively in any Delaware state or federal court.

(iii) Each of the parties hereto (A) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself or its property, at the address set forth in Section 4(d) with the same legal force and validity as if personally served upon such party within the State of Delaware, provided that nothing in this Section 4(e) shall affect the right of any party to serve legal process in any other manner permitted by Law, (B) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery, any other court of the State of Delaware and any Federal court sitting in the State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (C) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (D) agrees that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the Delaware Court of Chancery (or, if (but only if) the Delaware Court of Chancery shall be unavailable, any other court of the State of Delaware or any Federal court sitting in the State of Delaware). Each of the Restricted Parties, Parent and Merger Sub agrees that a final non-appealable judgment by a court of competent jurisdiction in any action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(iv) EACH OF THE RESTRICTED PARTIES, PARENT AND MERGER SUB HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE ACTIONS OF PARENT, MERGER SUB, SELLER OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.

(c) Judicial Limitation. The nature and scope of the protections set forth in the provisions hereof have been carefully considered by the parties hereto. The parties hereto agree and acknowledge that the duration and scope applicable to such provisions are fair, reasonable and necessary and that adequate compensation has been received by the Restricted Parties for such obligations. If, however, for any reason any court of competent jurisdiction determines that any such restrictions are not reasonable or that consideration therefor is inadequate, such restrictions shall be interpreted to include as much of the duration and scope set forth in this Agreement as will render such restrictions valid and enforceable.

A - 4

(d) Notice. Any notice required to be given hereunder shall be sufficient if in writing and sent by (i) e-mail to the applicable e-mail addresses set out below (provided that no delivery failure message is generated) (provided that any notice received by e-mail transmission or otherwise at the addressee’s location on any Business Day after 5:00 p.m. (New York City time) shall be deemed to have been received at 9:00 a.m. (New York City time) on the next Business Day), (ii) reliable overnight delivery service (with proof of service), (iii) hand delivery or (iv) certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows (or at such other address for a party as shall be specified in a notice given in accordance with this Section 4(d)):

If to any Restricted Party:

c/o Thoma Bravo, L.P.

One Market Plaza

Spear Tower, Suite 2400

San Francisco, CA 94105

Attention: Seth Boro; Chip Virnig; Collin Gallagher

Email: sboro@thomabravo.com; cvirnig@thomabravo.com;

cgallagher@thomabravo.com

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

333 W Wolf Point Plaza

Chicago, IL 60654

Attention: Corey D. Fox, P.C.; Bradley C. Reed, P.C.; Brett R. Nelson

Email: cfox@kirkland.com; Bradley.reed@kirkland.com;

brett.nelson@kirkland.com

If to Parent or Merger Sub, to such Person:

CyberArk Software Ltd.

9 Hapsagot Street

Petah Tikva, Israel 4951040

Attention: Legal Department

Email: contract-notices@cyberark.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Attention: Josh Dubofsky; Josh Kiernan; Leah Sauter

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

leah.sauter@lw.com

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(e) Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(f) Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto, or any of them, with respect to the subject matter hereof.

(g) Amendments and Waivers. This Agreement may be amended by mutual agreement of the parties hereto at any time. This Agreement may not be amended except by an instrument in writing signed by each of the parties hereto. Any party may waive compliance by another with any of the provisions of this Agreement. No waiver of any provision hereof shall be construed as a waiver of any other provision or subsequent breach. Notwithstanding the foregoing, no failure or delay by any Restricted Party, Parent or Merger Sub in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Any agreement on the part of a party to any extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

(h) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Parent, the Restricted Parties and their respective successors and assigns.

(i) Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or by e-mail of a .pdf attachment shall be effective as delivery of a manually executed counterpart of this Agreement.

(j) Effectiveness; Termination. This Agreement shall become effective as of the date hereof; provided that, if the Merger Agreement is terminated in accordance with its terms at any time prior to the Closing Date, then this Agreement shall automatically terminate ab initio and be of no further force or effect simultaneously with such termination, without liability on the part of any party hereto. In addition, this Agreement and all obligations set forth herein shall terminate on the fifth (5th) anniversary of the Closing Date (provided that the obligations set forth in Section 1 shall terminate on the third (3rd) anniversary of the Closing Date). No such termination of this Agreement pursuant to the preceding sentence shall relieve a party from breaches or defaults of this Agreement occurring prior to such termination.

(k) Parent understands and acknowledges that the Restricted Parties and each other private equity fund that is controlled by or affiliated with some or all of the same Persons who control any of the Restricted Parties (collectively, the “Thoma Bravo Parties”) is a private equity investor engaged in the business of evaluating, making, and managing investments in businesses and acquiring businesses. It is possible that one or more of those businesses are or may in the future be competitive with the Group Companies in some way. Without limiting any Restricted Party’s obligations under this Agreement, this Agreement will not be construed in any way to restrict the Thoma Bravo Parties from investing in or acquiring any such business. In addition, the Thoma Bravo Parties’ knowledge of the Confidential Information will inevitably serve to give the Thoma Bravo Parties the increased knowledge and understanding of the Group Companies’ industry and business in a way that cannot be reasonably expected to be forgotten or separated from the Thoma Bravo Parties’ overall knowledge base. Accordingly, without limiting any Restricted Party’s obligations under this Agreement, no Restricted Party will be deemed to be in breach of this Agreement by reason of the Thoma Bravo Parties remembering, retaining, and using (but not disclosing in violation of the Restricted Parties’ obligations set forth herein) in their respective businesses their increased knowledge as described in the preceding sentence.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the date first above written.

Parent:

CYBERARK SOFTWARE LTD.

	By:
	Name:
	Title:

Merger Sub:

TRITON MERGER SUB, INC.

	By:
	Name:
	Title:

Seller:

VENAFI PARENT, LP

	By:
	Name:
	Title:

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement effective as of the date first above written.

RESTRICTED PARTIES:	THOMA BRAVO FUND XIII, L.P.
	By:	Thoma Bravo Partners XIII, L.P.
	Its:	General Partner

	By:	Thoma Bravo UGP XIII, LLC
	Its:	General Partner

	By:	Thoma Bravo UGP, LLC
	Its:	Managing Member

	By:
		Name: Seth Boro
		Title: Managing Partner

	THOMA BRAVO FUND XIII-A, L.P.

	By:	Thoma Bravo Partners XIII, L.P.
	Its:	General Partner

	By:	Thoma Bravo UGP XIII, LLC
	Its:	General Partner

	By:	Thoma Bravo UGP, LLC
	Its:	Managing Member

	By:
		Name: Seth Boro
		Title: Managing Partner

	THOMA BRAVO EXECUTIVE FUND XIII, L.P.

	By:	Thoma Bravo Partners XIII, L.P.
	Its:	General Partner

	By:	Thoma Bravo UGP XIII, LLC
	Its:	General Partner

	By:	Thoma Bravo UGP, LLC
	Its:	Managing Member

	By:
		Name: Seth Boro
		Title: Managing Partner

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Exhibit B

REGISTRATION RIGHTS AGREEMENT

Dated as of [●], 2024

Final Form

TABLE OF CONTENTS

Page

ARTICLE I REGISTRATION			B - 2
	1.1	Piggyback Registrations	B - 2
	1.2	Shelf Registration Statement	B - 4
	1.3	Withdrawal Rights	B - 5
	1.4	Holdback Agreements	B - 6
	1.5	Registration Procedures	B - 6
	1.6	Registration Expenses	B - 10
	1.7	Miscellaneous	B - 10
	1.8	Registration Indemnification	B - 11
	1.9	Company Financial Statements	B - 13
	1.10	Restrictions on Sales	B - 13

ARTICLE II DEFINITIONS			B - 14
	2.1	Defined Terms	B - 14
	2.2	Interpretation	B - 16

ARTICLE III MISCELLANEOUS			B - 17
	3.1	Term	B - 17
	3.2	Notices	B - 17
	3.3	Amendments and Waivers	B - 18
	3.4	Assigns and Transferees	B - 18
	3.5	Severability	B - 18
	3.6	Counterparts	B - 18
	3.7	Entire Agreement	B - 18
	3.8	APPLICABLE LAW; JURISDICTION OF DISPUTES	B - 19
	3.9	WAIVER OF JURY TRIAL	B - 19
	3.10	Specific Performance	B - 19
	3.11	No Third Party Beneficiaries	B - 20
	3.12	No Recourse	B - 20

Final Form

REGISTRATION RIGHTS AGREEMENT, dated as of [●], 2024 (this “Agreement”), between CyberArk Software Ltd., a company incorporated under the Laws of the State of Israel (“Parent”), and Venafi Parent, LP, a Delaware limited partnership (the “Seller”).

W I T N E S S E T H:

WHEREAS, Parent has entered into an Agreement and Plan of Merger, dated as of May 19, 2024 (the “Merger Agreement”), with the Seller, Triton Merger Sub, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent (“Merger Sub”) and Venafi Holdings, Inc., a Delaware corporation and direct wholly owned subsidiary of the Seller (the “Company”);

WHEREAS, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, upon which Merger Sub will cease to exist, and the Company shall continue as the surviving corporation and an indirect wholly owned subsidiary of Parent (the “Merger”).

WHEREAS, pursuant to and subject to the terms and conditions of the Merger Agreement, Parent shall, at the Closing, deliver to the Seller ordinary shares of Parent, par value NIS 0.01 per share (the “Parent Ordinary Shares” and any such shares of Parent Ordinary Shares delivered to the Seller pursuant to the Merger Agreement, the “Shares”), as part of the consideration for the Merger; and

WHEREAS, Parent has agreed to grant the Seller registration rights in respect of the Shares and to cooperate with the Seller in connection with sales or other dispositions of the Shares, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

REGISTRATION

1.1

Piggyback Registrations.

(a) Subject to the terms and conditions hereof, whenever Parent proposes to register any Parent Ordinary Shares under the Securities Act for its own account or for the account of other persons who are not the Seller (other than a registration by Parent (i) on Form F-4 or any successor form thereto or similar form that relates to a transaction subject to Rule 145 under the Securities Act, or (ii) on Form S-8 or any successor form thereto or in connection with any employee stock option or other benefit plan) (a “Piggyback Registration”), Parent shall give Seller prompt written notice thereof (but not less than ten (10) days prior to the filing by Parent with the Commission of any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify the number of shares of Parent Ordinary Shares proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter(s) (if any) and a minimum offering price of such shares of Parent Ordinary Shares (if any), in each case to the extent then known. Subject to Section 1.1(b), Parent shall include in each such Piggyback Registration all Registrable Securities held by the Seller, except for any Registrable Securities that have been registered in a Shelf Registration Statement and for which a Take-Down Notice has been provided, with respect to which Parent has received a written request (which written request shall specify the number of Registrable Securities requested to be disposed of by the Seller) for inclusion therein within ten (10) days after such Piggyback Notice is received by the Seller.

B - 2

Final Form

(b) If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advises Parent that, in its opinion, the inclusion of all the shares of Parent Ordinary Shares sought to be included in such Piggyback Registration by (i) Parent, (ii) other Persons who have sought to have shares of Parent Ordinary Shares registered in such Piggyback Registration pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the Seller and (iv) any other proposed sellers of shares of Parent Ordinary Shares (such Persons being “Other Proposed Sellers”), as the case may be, would adversely affect the proposed offering price, the timing, the distribution method, or the probability of success of such offering, then Parent shall include in the registration statement applicable to such Piggyback Registration only such shares of Parent Ordinary Shares as Parent is so advised by such lead managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:

(i) if the Piggyback Registration relates to an offering for Parent’s own account, then (A) first, such number of shares of Parent Ordinary Shares to be sold by Parent as Parent, in its reasonable judgment and acting in good faith and in accordance with sound financial practice, shall have determined, (B) second, Registrable Securities of the Seller, (C) third, shares of Parent Ordinary Shares sought to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares of Parent Ordinary Shares proposed to be sold by such Other Demanding Sellers and (D) fourth, other shares of Parent Ordinary Shares proposed to be sold by any Other Proposed Sellers; or

(ii) if the Piggyback Registration relates to an offering other than for Parent’s own account, then (A) first, such number of shares of Parent Ordinary Shares sought to be registered by each Other Demanding Seller and Seller pro rata in proportion to the number of securities sought to be registered by all such Other Demanding Sellers and Seller, (B) second, shares of Parent Ordinary Shares to be sold by Parent and (C) third, other shares of Parent Ordinary Shares proposed to be sold by any Other Proposed Sellers.

(c) For clarity, in connection with any Underwritten Offering under this Section 1.1, Parent shall not be required to include the Registrable Securities of the Seller in the Underwritten Offering unless the Seller accepts the terms of the underwriting as agreed upon between Parent and the lead managing underwriter(s), which shall be selected by Parent.

B - 3

Final Form

(d) If, at any time after giving written notice of its intention to register any shares of Parent Ordinary Shares as set forth in this Section 1.1 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared effective, Parent shall determine for any reason not to register such shares of Parent Ordinary Shares, Parent may, at its election, give written notice of such determination to the Seller within three (3) Business Days thereof and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration.

1.2

Shelf Registration Statement.

(a) Parent shall file, as promptly as practicable following the Closing Date (which, for the avoidance of doubt, shall be within fifteen (15) Business Days following the Closing Date, or if the financial statements (other than pro forma financial statements) of the Company and its subsidiaries required to be included in such registration statement pursuant to Rule 3-05 of Regulation S-X have not been delivered to Parent at least five (5) Business Days prior to the Closing Date, then within eighteen (18) Business Days following the delivery of such completed financial statements to Parent, assuming the Seller has timely provided the Requested Information pursuant to Section 1.7(a) below), a registration statement on Form F-3 (“Form F-3”), or if Parent is not eligible to use Form F-3, a registration statement on Form F-1, or any successor forms thereto providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (any such registration statement, a “Shelf Registration Statement”), which may be in the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act), if available, or any other Shelf Registration Statement registering all Registrable Securities then held by the Seller (provided, however, that Parent will not be required to file a registration statement prior to the receipt of the auditor consent related to the financial statements of the Company and its subsidiaries required to be included in such registration statement). For the avoidance of doubt, Parent may satisfy its obligations with respect to the filing of a Shelf Registration Statement by filing with the Commission and providing the Seller with a prospectus supplement under a “universal” or other Shelf Registration Statement of Parent that also registers sales of securities for the account of Parent or other holders (provided, for the avoidance of doubt, that Parent shall comply with all of its other obligations under this Agreement with respect to a Shelf Registration Statement, including Section 1.2(b)), it being agreed that, if available, Parent shall file such a prospectus supplement in lieu of a new Shelf Registration Statement, unless Parent and the Seller otherwise agree.

(b) Subject to Section 1.2(c), Parent will use its reasonable best efforts to keep a Shelf Registration Statement continuously effective until the earlier of (i) the date on which the total amount of Registrable Securities as of such date is not a Registrable Amount; and (ii) the date on which this Agreement terminates pursuant to Section 3.1.

(c) Notwithstanding anything to the contrary contained in this Agreement, Parent shall be entitled, from time to time, by providing written notice to the Seller, to require the Seller to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period, Parent shall deliver to the Seller a certificate signed by the chief executive officer, the chief financial officer or the general counsel of Parent certifying that, in the good faith judgment of Parent, the conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period and without any further request from the Seller, Parent to the extent necessary shall as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Parent shall promptly provide written notice to the Seller of the expiration of any Blackout Period.

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(d) At any time that a Shelf Registration Statement is effective, if the Seller delivers a notice to Parent (a “Take-Down Notice”) stating that the Seller intends to sell a Registrable Amount of Registrable Securities on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), Parent shall, as promptly as practicable, and in a manner reasonably agreed with the Seller, amend or supplement the Shelf Registration Statement as Parent reasonably believes is necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering. The Seller shall have the right to request only two (2) Shelf Offerings pursuant to this Section 1.2(d) and (i) any Marketed Underwritten Shelf Offering shall be subject to the provisions of Section 1.2(e) and (ii) the Seller cannot effect any Non-Marketed Underwritten Shelf Offering within 30 days of any other Underwritten Offering. Seller shall have the right to select the underwriter(s) for any Underwritten Offering conducted pursuant to a Take-Down Notice (which shall consist of one or more reputable nationally recognized investment banks), subject to Parent’s prior approval (which shall not be unreasonably withheld, conditioned or delayed).

(e) Parent shall not be obligated to effect any Shelf Offering (A) within 90 days of an Underwritten Offering in which the Seller was offered “piggyback” rights pursuant to Section 1.1 (subject to Section 1.1(b)) and at least 80% of the number of Registrable Securities requested by the Seller to be included in such Underwritten Offering were included and sold or (B) within 90 days of the completion of any Shelf Offering.

1.3 Withdrawal Rights. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing a Shelf Offering, the Seller shall have the right to withdraw from such Shelf Offering any or all of the Registrable Securities designated by it for registration. In the event of any such withdrawal, Parent shall not include such Registrable Securities in the applicable Shelf Offering and such Registrable Securities shall continue to be Registrable Securities for all purposes of this Agreement (subject to the other terms and conditions of this Agreement). If withdrawn, a demand for a Shelf Offering (other than the first Shelf Offering withdrawn following the date of this Agreement, if any (provided such Shelf Offering was withdrawn prior to the issuance of a press release announcing the launch of such Shelf Offering)) shall constitute a demand for a Shelf Offering by the Seller for purposes of Section 1.2(d), unless the Seller reimburses Parent for all third party Registration Expenses with respect to such Shelf Offering (for the avoidance of doubt, any reimbursement of Seller expenses incurred in connection with any Shelf Offering shall be considered to be “third party Registration Expense” for the purpose of this Section 1.3).

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1.4 Holdback Agreements. In connection with any Underwritten Offering in which the Seller participates, the Seller agrees to enter into customary lock-up agreement in favor of the managing underwriter(s), restricting the sale or distribution of equity securities of Parent (including sales pursuant to Rule 144 under the Securities Act) to the extent required in writing by the lead managing underwriter(s) with respect to an applicable Underwritten Offering during the period commencing on the date of the “pricing” of such Underwritten Offering and continuing for not more than the lesser of (i) the period to which Parent (subject to customary carve-outs and limitations) is restricted and (ii) ninety (90) days after the date of the “final” prospectus (or “final” prospectus supplement if the Underwritten Offering is made pursuant to a Shelf Registration Statement), pursuant to which such Underwritten Offering shall be made, or such shorter period as is required by the lead managing underwriter(s). Any discretionary waiver or termination of the requirements under the foregoing provisions made by Parent or applicable lead managing underwriter(s) shall apply to Seller on a pro rata basis.

1.5

Registration Procedures.

(a) If and whenever Parent is required to use reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 1.2, Parent shall as expeditiously as reasonably practicable:

(i) prepare and file with the Commission a registration statement to effect such registration in accordance with the intended method or methods of distribution of such securities and thereafter use reasonable best efforts to cause such registration statement to become and remain effective pursuant to the terms of this Article I; provided, however, that Parent may discontinue any registration of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating thereto; provided, further, that before filing such registration statement or any amendments thereto, Parent will furnish to the Seller, its counsel and the lead managing underwriter(s) and their counsel, if any, copies of all such documents proposed to be filed, which documents will be subject to the review and reasonable comment of such underwriter(s) counsel, and other documents reasonably requested by such underwriter(s) counsel, including any comment letter from the Commission. Parent shall not file any such registration statement or prospectus or any amendments or supplements thereto with respect to a Shelf Offering to which the Seller and its counsel or the lead managing underwriter(s), if any, shall reasonably object, in writing, on a timely basis, unless, in the opinion of Parent, such filing is necessary to comply with Applicable Law;

(ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary at the sole opinion of Parent to keep such registration statement effective pursuant to the terms of this Article I, and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

(iii) if requested by the lead managing underwriter(s), if any, or the Seller, promptly include in a prospectus supplement or post-effective amendment such information as the lead managing underwriter(s), if any, and the Seller may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such post-effective amendment as soon as reasonably practicable after Parent has received such request; provided, however, that Parent shall not be required to take any actions under this Section 1.5(a)(iii) that are not, in the opinion of counsel for Parent, in compliance with Applicable Law;

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(iv) furnish to the Seller and each underwriter, if any, of the securities being sold by the Seller such number of conformed copies of such registration statement and of each amendment and supplement thereto, such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and each free writing prospectus (as defined in Rule 405 of the Securities Act) (a “Free Writing Prospectus”) utilized in connection therewith and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents as the Seller and underwriter, if any, may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by the Seller; provided, however, that notwithstanding the foregoing, Parent shall not be required to provide any documents or information to an underwriter or broker, sales agent or placement agent if such underwriter or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or other offering involving a registration as an underwriter or broker, sales agent or placement agent, as applicable;

(v) use reasonable best efforts to cause such Registrable Securities to be listed on the NASDAQ Stock Market.

(vi) use reasonable best efforts to provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration statement;

(vii) in an Underwritten Offering, enter into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and in connection therewith, (A) make representations and warranties to the Seller and the underwriters with respect to the business of Parent and its subsidiaries, and the registration statement, prospectus and documents, if any, incorporated or deemed to be incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers in Underwritten Offerings, and, if true, confirm the same if and when requested and (B) include in the underwriting agreement indemnification provisions and procedures substantially to the effect set forth in Section 1.8 hereof with respect to all parties to be indemnified pursuant to said section except as otherwise agreed by the Seller;

(viii) use reasonable best efforts to obtain for the underwriter(s) (A) opinion of counsel for Parent, covering the matters customarily covered in corporate opinions and negative assurance letters requested in Underwritten Offerings and (B) “comfort” letter and updates thereof (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent public accountants who have certified Parent’s financial statements and, to the extent required, any other financial statements included in such registration statement, covering the matters customarily covered in “comfort” letters in connection with Underwritten Offerings;

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(ix) make available for inspection by the underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained in connection with such offering by such underwriter (collectively, the “Inspectors”), such financial and other records, pertinent corporate documents and instruments of Parent (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the officers, directors and employees of Parent and its subsidiaries (and use its reasonable best efforts to cause its auditors) to participate in customary due diligence calls and to supply all information in each case reasonably requested by any such Inspector in connection with such registration statement; provided, however, that Parent shall not be required to provide any information under this clause (viii) if (A) Parent believes, after consultation with counsel for Parent, that to do so would cause Parent to forfeit an attorney-client privilege that was applicable to such information or (B) if either (1) Parent has requested and been granted from the Commission confidential treatment of such information contained in any filing with the Commission or documents provided supplementally or otherwise or (2) Parent reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing; unless prior to furnishing any such information with respect to clause (1) or (2), such Inspector enters into, a confidentiality agreement with Parent, on terms and conditions reasonably acceptable to Parent; provided, further, that the Seller agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction or by another Governmental Authority, give notice to Parent and allow Parent, at its expense, to undertake appropriate action seeking to prevent disclosure of the Records deemed confidential;

(x) as promptly as practicable notify in writing (email being sufficient) the Seller and the underwriters, if any, of the following events: (A) the filing of the registration statement, any amendment thereto, the prospectus or any prospectus supplement related thereto or post-effective amendment to the registration statement or any Free Writing Prospectus utilized in connection therewith, and, with respect to the registration statement or any post-effective amendment thereto, when the same has become effective; (B) any request by the Commission or any other U.S. or state Governmental Authority for amendments or supplements to the registration statement or the prospectus or for additional information; (C) the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings by any Person for that purpose; (D) the receipt by Parent of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction or the initiation or threat of any proceeding for such purpose; and (E) subject to the provisions of this Agreement relating to a Blackout Period, upon Parent’s knowledge of the occurrence of any event that makes any statement made in such registration statement or related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such registration statement, prospectus or documents so that, in the case of the registration statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and, at the request of Seller, promptly prepare and furnish to the Seller a reasonable number of copies of a supplement to or an amendment of such registration statement or prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

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(xi) use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the earliest reasonable practicable date, except that Parent shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this clause (x) be obligated to be so qualified, (B) subject itself to taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction;

(xii) cooperate with each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA; and

(xiii) have appropriate officers of Parent prepare and make presentations at a reasonable number of “road shows” and before analysts, as the case may be, and other information meetings reasonably organized by the underwriters and otherwise use its reasonable best efforts to cooperate as reasonably requested by the underwriters in the offering, marketing or selling of the Registrable Securities.

(b) Parent may require the Seller and each underwriter, if any, to furnish Parent in writing such information regarding the Seller or underwriter and the distribution of such Registrable Securities as Parent may from time to time reasonably request in writing to complete or amend the information required by such registration statement.

(c) The Seller agrees that upon receipt of any notice from Parent of the happening of any event of the kind described in clauses (B), (C), (D) or (E) of Section 1.5(a)(x), the Seller shall forthwith discontinue such Seller’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating thereto until the Seller’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 1.5(a)(x), or until it is advised in writing by Parent that the use of the applicable prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus.

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(d) With a view to making available to the Seller the benefits of Rule 144 under the Securities Act, Parent shall:

(i) use reasonable best efforts to make and keep public information available, as those terms are defined in Rule 144 under the Securities Act;

(ii) use reasonable best efforts to file with the Commission in a timely manner all reports and other documents required of Parent under the Exchange Act, at any time when Parent is subject to such reporting requirements;

(iii) furnish to Seller, promptly upon request (but not more than one (1) time in any 30 days period), a written statement by the Parent as to its compliance with the reporting requirements of Rule 144 under the Securities Act and of the Exchange Act; and

(iv) otherwise use commercial reasonable efforts to provide Seller with such customary assistance as is reasonably requested.

1.6 Registration Expenses. All documented, out-of-pocket expenses incident to Parent’s performance of its obligations under this Article I, including (a) all registration and filing fees, and reasonable fees and expenses associated with filings required to be made with FINRA, (b) all printing (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with the Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested by a the Seller) and copying expenses, (c) all messenger, telephone and delivery expenses, (d) reasonable fees and expenses of Parent’s independent certified public accountants and counsel (including with respect to “comfort” letters and opinions), (e) expenses of Parent incurred in connection with any “road show” and (f) reasonable fees and disbursements of one counsel for the Seller, which counsel shall be selected by the Seller (“Registration Expenses”), shall be borne solely by Parent whether or not any registration statement is filed or becomes effective, subject to Section 1.3. In connection with Parent’s performance of its obligations under this Article I, Parent will pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties and the expense of any annual audit). The Seller shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale of the Seller’s Registrable Securities pursuant to any registration.

1.7

Miscellaneous.

(a) Not less than five (5) Business Days before the expected filing date of each registration statement pursuant to this Agreement, Parent shall notify the Seller, but only if the Seller has timely provided the requisite notice hereunder entitling the Seller to register Registrable Securities in such registration statement, of the information, documents and instruments from the Seller that Parent or any underwriter reasonably requests in connection with such registration statement, including, to the extent applicable, a questionnaire, custody agreement, power of attorney, lock-up letter (not to exceed a 90 day lock-up period) and underwriting agreement (the “Requested Information”). If Parent has not received, on or before the second Business Day before the expected filing date, the Requested Information from the Seller, Parent may file the registration statement without including Registrable Securities of the Seller. The failure to so include in any registration statement the Registrable Securities of the Seller (with regard to that registration statement) shall not result in any liability on the part of Parent to the Seller.

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(b) Parent shall not grant any demand, piggyback or shelf registration rights, the terms of which are senior to or conflict with the rights granted to the Seller hereunder to any other Person, without the prior written consent of the Seller.

(c) Parent will cooperate with the Seller and the managing underwriter(s), if any, to facilitate the timely preparation and delivery of book entries (which, in either case, shall not bear any restrictive legends) representing Shares to be sold by the Seller pursuant to any registration statement or sold pursuant to Rule 144 under the Securities Act (including delivering such instruction letters, officer’s certificates and/or legal opinions as Parent’s transfer agent may reasonably request), and enable such shares to be in such names as the Seller or managing underwriter(s) may request.

1.8 Registration Indemnification.

(a) Parent agrees to indemnify and hold harmless, to the fullest extent permitted by Law, the Seller and its officers, directors, members, shareholders, employees, managers, partners and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Seller or such other indemnified Person and the officers, directors and employees of each such controlling Person, from and against all losses, claims, damages, liabilities, costs, out-of-pocket expenses (including reasonable attorneys’ fees and expenses) and amounts paid in settlement (collectively, the “Losses”), as incurred, resulting from any untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus, Free Writing Prospectus or any amendment or supplement thereto, in light of the circumstances under which they were made) not misleading, except insofar as the same are caused by any information furnished in writing to Parent by the Seller expressly for use therein.

(b) In connection with any registration statement in which a the Seller is participating, the Seller shall indemnify Parent, its directors, officers, stockholders, employees, managers, partners and agents, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) Parent, from and against all Losses, as incurred, resulting from any untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus, Free Writing Prospectus or any amendment or supplement thereto, in light of the circumstances under which they were made) not misleading, in each case solely to the extent, but only to the extent, that such untrue statement or omission is made in such registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information regarding the Seller furnished to Parent by the Seller expressly for inclusion in such registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto. Notwithstanding the foregoing, the Seller shall not be liable under this Section 1.8(b) for amounts in excess of the net proceeds received by such holder in the offering giving rise to such liability.

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(c) Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification; provided, however, the failure to give such notice shall not release the indemnifying party from its obligation, except to the extent that the indemnifying party has been actually and materially prejudiced by such failure to provide such notice on a timely basis.

(d) In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and acknowledging the obligations of the indemnifying party with respect to such proceeding, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there are defenses available to it which are different from or in addition to the defenses available to such indemnifying party and, as a result, a conflict of interest exists or (ii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or would reasonably be expected to be materially prejudiced by such delay, in either of which events the indemnified party shall be promptly reimbursed by the indemnifying party for the reasonable fees and expenses incurred in connection with retaining one separate legal counsel (for the avoidance of doubt, for all indemnified parties in connection therewith)). For the avoidance of doubt, notwithstanding any such assumption by an indemnifying party, the indemnified party shall have the right to employ separate counsel in any such matter and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such indemnified party except as provided in the previous sentence. An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (which consent shall not be unreasonably withheld, conditioned or delayed). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement (x) includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation, (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party and (z) is settled solely for cash for which the indemnifying party shall be solely liable.

(e) The indemnification provided for under this Agreement shall survive the sale of the Registrable Securities and the termination of this Agreement.

(f) If recovery is not available under the foregoing indemnification provisions for any reason or reasons other than as specified therein, any Person who would otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to contribution with respect to any Losses with respect to which such Person would be entitled to such indemnification but for such reason or reasons, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, the Persons’ relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and other equitable considerations appropriate under the circumstances. It is hereby agreed that it would not necessarily be equitable if the amount of such contribution were determined by pro rata or per capita allocation. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not found guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, the Seller shall not be required to make a contribution in excess of the net proceeds received by such the Seller from its sale of Registrable Securities in connection with the offering that gave rise to the contribution obligation.

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1.9 Company Financial Statements. Notwithstanding anything in this Agreement to the contrary, if Parent determines that the acquisition of the Company constitutes a “significant acquisition” under the Rule 3-05 of Regulation S-X, then Parent shall not be required to file a Shelf Registration Statement or a prospectus supplement in connection with Section 1.2 before it has available for filing with the Commission historical financial statements of the Company and pro forma financial statements relating to the acquisition of the Company effected by the Merger Agreement that comply in all material respects with the rules and regulations of the Commission, if the rules and regulations of the Commission would require the filing of such financial statements with the Commission prior to or with such Shelf Registration Statement or prospectus supplement.

1.10 Restrictions on Sales. Notwithstanding anything in this Agreement to the contrary, the Seller agrees that from the Closing Date, the Seller will not, without prior written consent from Parent, offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly (each of the forgoing, a “Sale”), any Shares (i) in amount that would exceed, in the aggregate but excluding any Sales made in an Underwritten Offering, in any given week, 20% of the average weekly trading volume of Parent Ordinary Shares on the Nasdaq Stock Market, in the four (4) weeks preceding such Sale, or (ii) in any Underwritten Offering, that would exceed, in the aggregate, 50% of the Shares.

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ARTICLE II

DEFINITIONS

2.1 Defined Terms. Capitalized terms when used in this Agreement have the following meanings:

“Affiliate” means any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise).

“Agreement” has the meaning set forth in the preamble.

“Applicable Law” means, with respect to any Person, any Law applicable to such Person, its assets, properties, operations or business.

“Blackout Period” means a period of up to 60 days in the event that Parent determines in good faith (after consultation with outside counsel) that the registration or sale of Registrable Securities would (a) reasonably be expected to materially adversely affect or materially interfere with any material proposed acquisition, disposition, financing or other material transaction under consideration by Parent or (b) require disclosure of material information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect Parent; provided that, a Blackout Period may not occur more than twice in any period of 12 consecutive months and no more than 60 days in a 180 day period. For the avoidance of doubt, a Blackout Period shall expire when the conditions in the foregoing clauses (a) or (b), as applicable, cease to be true.

“Business Day” means a day on which banks are generally open for normal business in New York, New York, which day is not a Saturday or a Sunday.

“Closing” has the meaning set forth in the Merger Agreement.

“Closing Date” has the meaning set forth in the Merger Agreement.

“Commission” means the Securities and Exchange Commission or any other federal agency administering the Securities Act.

“Company” has the meaning set forth in the preamble.

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

“Form F-3” has the meaning set forth in Section 1.2(a).

“Free Writing Prospectus” has the meaning set forth in Section 1.5(a)(iv).

“Governmental Authority” means any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, or applicable exchange or self- regulatory organization, including FINRA.

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“Inspectors” has the meaning set forth in Section 1.5(a)(ix).

“Law” means any federal, state, provincial, local, municipal, foreign, international, multinational or other order, judgment, decree, constitution, law, ordinance, regulation, statute, treaty, writ, injunction, or any policy, guideline, notice or protocol, in each case, to the extent that it has the force of law.

“Losses” has the meaning set forth in Section 1.8(a).

“Marketed Underwritten Shelf Offering” means any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary pre-marketing confidential wall-cross process or “road show” (including an “electronic road show”) or other substantial marketing effort by Parent and the underwriters.

“Merger Agreement” has the meaning set forth in the recitals.

“Non-Marketed Underwritten Shelf Offering” means any Shelf Offering that is an Underwritten Offering but is not a Marketed Underwritten Shelf Offering.

“Other Demanding Sellers” has the meaning set forth in Section 1.1(b).

“Other Proposed Sellers” has the meaning set forth in Section 1.1(b).

“Parent Ordinary Shares” has the meaning set forth in the recitals.

“Person” means any natural person or any corporation, partnership, limited liability company, association, trust or other entity or organization, including any Governmental Authority.

“Piggyback Notice” has the meaning set forth in Section 1.1(a).

“Piggyback Registration” has the meaning set forth in Section 1.1(a).

“Records” has the meaning set forth in Section 1.5(a)(ix).

“Registrable Amount” means an amount of Registrable Securities that is not less than 30% of the amount of Registrable Securities as of the date of this Agreement.

“Registrable Securities” means the Shares and any shares of Parent Ordinary Shares received in respect of the Shares in connection with any stock split or subdivision, stock dividend, distribution or similar transaction; provided that any such Shares shall cease to be Registrable Securities upon the earliest of (i) when they are sold by the Seller pursuant to an effective registration statement under the Securities Act, (ii) when they have been sold by the Seller pursuant to Rule 144 under the Securities Act, (iii) when distributed to the direct or indirect partners, members or equity holders of Seller and (iv) when they shall have ceased to be outstanding.

“Requested Information” has the meaning set forth in Section 1.7(a).

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Final Form

“Sale” has the meaning set forth in Section 1.10.

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

“Seller” has the meaning set forth in the recitals.

“Shares” has the meaning set forth in the recitals.

“Shelf Notice” has the meaning set forth in Section 1.2(a).

“Shelf Offering” has the meaning set forth in Section 1.2(d).

“Shelf Registration Statement” has the meaning set forth in Section 1.2(a).

“Take-Down Notice” has the meaning set forth in Section 1.2(d).

“Underwritten Offering” means a sale of securities of Parent to an underwriter or underwriters for reoffering to the public.

2.2 Interpretation. Whenever used herein, the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, and the words “hereof” and “herein” and similar words shall be construed as references to this Agreement as a whole and not limited to the particular Article, Section, Annex, Exhibit or Schedule in which the reference appears. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Annexes, Exhibits and Schedules mean the Articles, Sections and Annexes of, and Exhibits and Schedules attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. References to “$” or “dollars” means United States dollars. Any reference in this Agreement to any gender shall include all genders. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. The Annexes, and Schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. The headings of the Articles and Sections are for convenience of reference only and do not affect the interpretation of any of the provisions hereof. If, and as often as, there is any change in the outstanding shares of Parent Ordinary Shares by reason of stock dividends, splits, reverse splits, spin-offs, split-ups, mergers, reclassifications, reorganizations, recapitalizations, combinations or exchanges of shares and the like, appropriate adjustment shall be made in the provisions of this Agreement so as to fairly and equitably preserve, as far as practicable, the rights and obligations set forth herein that continue to be applicable on the date of such change. No rule of construction against the drafting Person shall be applied in connection with the interpretation or enforcement of this Agreement, as this Agreement is the product of negotiation between sophisticated parties advised by counsel. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day.

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Final Form

ARTICLE III

MISCELLANEOUS

3.1 Term. This Agreement will be effective as of the Closing Date and shall terminate on the earliest of (a) eighteen (18) months following the Closing Date, (b) the date when the Seller ceases to beneficially own any Registrable Securities and (c) upon written notice at any time by the Seller to Parent; provided that in the event of any termination pursuant to this clause (c), the Seller shall not sell any Shares during any Blackout Period pending at the time of such termination. Sections 1.8 and Articles II and III shall survive any termination.

3.2 Notices. All notices, consents and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by hand delivery, by prepaid overnight courier (providing written proof of delivery), by confirmed email transmission or by certified or registered mail (return receipt requested and first class postage prepaid), addressed as follows:

(a) If to the Seller, to:

Venafi Parent, LP

c/o Thoma Bravo, L.P.

One Market Plaza

Spear Tower, Suite 2400

San Francisco, CA 94105

Attention: Seth Boro; Chip Virnig; Collin Gallagher

Email: sboro@thomabravo.com; cvirnig@thomabravo.com;

cgallagher@thomabravo.com

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

333 W Wolf Point Plaza

Chicago, IL 60654

Attention: Corey D. Fox, P.C.; Bradley C. Reed, P.C.; Brett R. Nelson

Email: cfox@kirkland.com; Bradley.reed@kirkland.com;

brett.nelson@kirkland.com

(b) if to Parent, to:

CyberArk Software Ltd.

Park Ofer 2, 9 Hapsagot Street

Petah Tikva, Israel 4951040

Attention: Legal Department

Email: contract-notices@cyberark.com

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Final Form

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Attention: Josh Dubofsky; Josh Kiernan; Leah Sauter

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

leah.sauter@lw.com

3.3 Amendments and Waivers. No provision of this Agreement may be amended or modified unless such amendment or modification is in writing and signed by (i) Parent and (ii) the Seller. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall 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 shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

3.4 Assigns and Transferees. This Agreement and the rights, duties and obligations of either party hereunder may not be assigned, transferred or delegated by such party in whole or in part without the prior written consent of the other party.

3.5 Severability. It is the intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent permissible under Applicable Law and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Agreement shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary to render such provision or portion valid and enforceable, and such amendment will apply only with respect to the operation of such provision or portion in the particular jurisdiction in which such adjudication is made.

3.6 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that each party need not sign the same counterpart. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other Applicable Law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

3.7 Entire Agreement. This Agreement (including the documents and the instruments referred to in this Agreement), together with the Merger Agreement (including the Disclosure Schedule and Exhibits thereto, and together with the other instruments referred to therein), constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement.

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Final Form

3.8 APPLICABLE LAW; JURISDICTION OF DISPUTES. THIS AGREEMENT AND ALL LITIGATION, CLAIMS, ACTIONS, SUITS, HEARINGS OR PROCEEDINGS (WHETHER CIVIL, CRIMINAL OR ADMINISTRATIVE AND WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE ACTIONS OF PARENT OR THE SELLER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF OR THEREOF, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. EACH OF THE PARTIES HERETO HEREBY (A) EXPRESSLY AND IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE (PROVIDED THAT IF JURISDICTION IS NOT THEN AVAILABLE IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, THE PERSONAL JURISDICTION OF ANY UNITED STATES FEDERAL COURT LOCATED IN THE STATE OF DELAWARE OR ANY OTHER DELAWARE STATE COURT) IN THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (B) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT AND (C) AGREES THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ANY COURT OTHER THAN THE COURT OF CHANCERY OF THE STATE OF DELAWARE (PROVIDED THAT IF JURISDICTION IS NOT THEN AVAILABLE IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, SUCH ACTION MAY BE BROUGHT ANY UNITED STATES FEDERAL COURT LOCATED IN THE STATE OF DELAWARE OR ANY OTHER DELAWARE STATE COURT); PROVIDED THAT EACH OF THE PARTIES SHALL HAVE THE RIGHT TO BRING ANY ACTION OR PROCEEDING FOR ENFORCEMENT OF A JUDGMENT ENTERED BY ANY UNITED STATES FEDERAL COURT LOCATED IN THE STATE OF DELAWARE OR ANY DELAWARE STATE COURT IN ANY OTHER COURT OR JURISDICTION.

3.9 WAIVER OF JURY TRIAL. EACH OF PARENT AND THE SELLER IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT OR ANY HOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.

3.10 Specific Performance. The parties hereto agree that monetary damages would not be an adequate remedy in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is expressly agreed that the parties hereto shall be entitled to equitable relief, including injunctive relief and specific performance of the terms hereof, this being in addition to any other remedies to which they are entitled at Law or in equity.

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Final Form

3.11 No Third Party Beneficiaries. Nothing in this Agreement shall confer any rights upon any Person other than the parties hereto and each such party’s respective heirs, successors and permitted assigns; provided that the Persons indemnified under Section 1.8 are intended third party beneficiaries of Section 1.8.

3.12 No Recourse. No Person who is not party to this Agreement, including any each past, present or future director, officer, employee, incorporator, member, partner, manager, equityholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to any of the foregoing (a “Nonrecourse Party”) shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach, other than in the case of Fraud. To the maximum extent permitted by Law, each party hereby waives and releases all such claims, causes of action, obligations, or liabilities against any Nonrecourse Parties.

[The remainder of this page left intentionally blank.]

B - 20

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their authorized representatives as of the date first above written.

	CYBERARK SOFTWARE LTD.

	By:
		Name:
		Title:

[Signature Page to Registration Rights Agreement]

B - 21

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement by their authorized representatives as of the date first above written.

	VENAFI PARENT, LP

	By:
	Name:
	Title:

[Signature Page to Registration Rights Agreement]

B - 22

Exhibit C

VENAFI HOLDINGS, INC.

175 E 400 S, Suite 300

Salt Lake City, UT 84111

__________, 2024

VIA CERTIFIED MAIL
RETURN RECEIPT REQUESTED

Internal Revenue Service

Ogden Service Center

P.O. Box 409101

Ogden, UT 84409

Re: Notice Required Under Treasury Regulation Section 1.897-2(h)(2)

Dear Sir/Madam:

This notice is being provided pursuant to Treasury Regulation Section 1.897-2(h)(2) by Venafi Holdings, Inc. (the “Company”).

The undersigned hereby certifies the following on behalf of the Company:

	1.	As of the date of this notice, no interest in the Company constitutes a “United States real property interest” as that term is defined in Section 897(c)(1) of the Internal Revenue Code of 1986, as amended.

	2.	The Company’s U.S. taxpayer identification number is 85-4401079.

The Company’s office address is:

175 E 400 S, Suite 300

Salt Lake City, UT 84111

The attached statement was not requested by a foreign interest holder. It was voluntarily provided by the Company in response to a request from CyberArk Software Ltd. (“Parent”) in accordance with Treasury Regulation Section 1.1445-2(c)(3)(i). The following information relates to Parent:

Address:	9 Hapsagot Street
	Petah Tikva, Israel 4951040

U.S. taxpayer identification number: [__-_______]

Under penalties of perjury, I declare that the above notice (including the attachment hereto) is true, correct and complete to my knowledge and belief and that I have the authority to sign this document on behalf of the Company.

	Sincerely,

	VENAFI HOLDINGS, INC.

	By:
		Name:
		Title:

C - 2

CERTIFICATION OF NON-UNITED STATES

REAL PROPERTY HOLDING CORPORATION STATUS

Section 1445 of the Internal Revenue Code of 1986, as amended, (the “Code”) provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a foreign person. To inform the transferee that withholding of tax is not required upon the disposition of an interest in Venafi Holdings, Inc., a Delaware corporation (the “Company”), the undersigned hereby certifies the following:

This notice is provided pursuant to the requirements of Treasury Regulations Sections 1.1445-2(c)(3) and 1.897-2(h);

The Company’s U.S. taxpayer identification number is 85-4401079;

The Company’s office address is:

175 E 400 S, Suite 300

Salt Lake City, UT 84111

The Company is not and has not been a “United States real property holding corporation,” as defined in Section 897(c)(2) of the Code, during the period described in Section 897(c) of the Code, and no interest in the Company constitutes a “United States real property interest” as defined in Section 897(c)(1) of the Code.

The Company understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement made herein could be punished by fine, imprisonment or both.

Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of the Company.

Date: __________, 2024

	VENAFI HOLDINGS, INC.

	By:
		Name:
		Title:

C - 3

Exhibit D

VENAFI HOLDINGS, INC.

LEAKAGE CERTIFICATE

[●], 2024

Reference is made to that certain Agreement and Plan of Merger, dated May 19, 2024 (the “Agreement”), by and among (i) CyberArk Software Ltd., a company incorporated under the Laws of the State of Israel (“Parent”), (ii) Triton Merger Sub, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent (“Merger Sub”), Venafi Holdings, Inc., a Delaware corporation (the “Company”) and Venafi Parent, LP, a Delaware limited partnership (“Seller”). Capitalized terms used and not otherwise defined herein will have the meanings set forth in the Agreement.

This certificate is the Leakage Certificate to be delivered by the Company to Parent pursuant to Section 2.2(b)(vii) of the Agreement.

Set forth below is the Company’s calculation as of the date hereof of the following components of the Estimated Closing Date Leakage Amount:

(i)

any dividend or distribution declared, paid or made, any return of capital or other distribution of profits or assets, in each case by or on behalf of the Company to or for the benefit of a Covered Person: $[●];

(ii)

any gifts or similar unearned payments made to or for the benefit of a Covered Person: $[●];

(iii)

the transfer of any assets to, or liabilities assumed or incurred for the benefit of, or otherwise paid or satisfied on behalf of, a Covered Person, in each case in excess of the consideration therefor: $[●];

(iv)

any payment of any nature (including any management, monitoring, service or directors’ fees, bonus or other compensation) made or agreed to be made by or on behalf of the Company or any of its Subsidiaries to or for the benefit of a Covered Person: $[●];

(v)

the waiver, release, discount or cancellation by the Company or any of its Subsidiaries of, or agreement to waive, release, discount or cancel any amount owed to the Company or any of its Subsidiaries by any Covered Person or by any employee of the Company or any of its Subsidiaries: $[●];

(vi)

the creation of any Lien over the assets or equity interests of the Company or any of its Subsidiaries in favor of, or for the benefit of, any Covered Person: $[●];

(vii)

the redemption, repurchase or other acquisition of Company Shares or equity interests issued by any Subsidiary of the Company: $[●];

(viii)

any payment of Company Expenses (excluding any Company Expenses that are paid at the Closing in accordance with Section 3.4 of the Agreement): $[●];

(ix)

any agreement or arrangement giving effect to the foregoing clauses (i) to (viii): $[●]; and

(x)

the out-of-pocket costs and expenses (including Taxes, which, for the avoidance of doubt, shall include any Taxes payable by the Company or its Subsidiaries that arise in connection with the forgiveness of any Class B Units Loan, and any withholding obligations of the Company or its Subsidiaries, on a grossed up basis to the extent such withholding obligations are not satisfied by the applicable employee party to a Class B Units Loan, that arise in connection with the forgiveness of any Class B Units Loan) incurred by the Company or any of its Subsidiaries in connection with any of the matters referred to in the foregoing clauses (i) to (ix).

The resulting Estimated Closing Date Leakage Amount calculated based on the foregoing amounts is $[●].

The foregoing amounts set forth in this Leakage Certificate do not include (a) Permitted Leakage, (b) any action or matter taken by or on behalf of the Company or any of its Subsidiaries at the written direction of Parent and (c) any payments (regardless of form) made to any Covered Persons that are employees and agents in their capacities as such (x) in the Ordinary Course of Business as consideration for services rendered or expense reimbursement or (y) otherwise pursuant to agreements set forth on Section 1.1(ii) of the Company Disclosure Letter and made available to Parent.

[Remainder of page left blank intentionally.]

D - 2

IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the Company, has executed and delivered this Leakage Certificate as of the date first written above.

	VENAFI HOLDINGS, INC.

	By:
	Name:
	Title:

Signature Page to Leakage Certificate

D - 3

Exhibit E

CERTIFICATE OF MERGER

TRITON MERGER SUB, INC.
a Delaware corporation

with and into

VENAFI HOLDINGS, INC.
a Delaware corporation

Pursuant to Section 251(c) of the

General Corporation Law of the State of Delaware

The undersigned corporation, organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:

First: The name and state of incorporation of each of the constituent corporations in the merger (the “Merger”) are as follows:

Name	Organizational Form	State of Incorporation

Triton Merger Sub, Inc.	Corporation	Delaware

Venafi Holdings, Inc.	Corporation	Delaware

Second: An Agreement and Plan of Merger, dated as of May 19, 2024, by and among CyberArk Software Ltd., Triton Merger Sub, Inc., Venafi Holdings, Inc. and Venafi Parent, LP (as may be amended, supplemented or modified from time to time, the “Agreement and Plan of Merger”), has been approved, adopted, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the DGCL.

Third: Venafi Holdings, Inc., a Delaware corporation, shall be the surviving corporation of the Merger. The name of the surviving corporation is Venafi Holdings, Inc. (the “Surviving Corporation”).

Fourth: The Certificate of Incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as set forth in Exhibit A attached hereto and, as so amended and restated, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law and such Certificate of Incorporation.

Fifth: An executed copy of the Agreement and Plan of Merger is on file at an office of the Surviving Corporation. The address of such office is 175 E 400 S, Suite 300, Salt Lake City, UT 84111.

Sixth: A copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of either of the constituent corporations.

Seventh: That this Certificate of Merger and the Merger shall be effective upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware.

[signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Merger to be executed by its duly authorized officer this [●] day of [●], 2024.

	VENAFI HOLDINGS, INC.

	By:
	Name:
	Title:

Certificate of Merger – Triton Merger Sub, Inc. (DE) with and into Venafi Holdings, Inc. (DE)

E - 2

EXHIBIT A

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

VENAFI HOLDINGS, INC.

ARTICLE I.

The name of the Corporation is Venafi Holdings, Inc. (the “Corporation”).

ARTICLE II.

The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, DE 19808. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III.

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as it now exists or may hereafter be amended and supplemented.

ARTICLE IV.

The total number of shares of all classes of stock that the Corporation is authorized to issue is one thousand (1,000) shares, all of which shall be common stock, $0.001 par value per share.

ARTICLE V.

From time to time any of the provisions of this certificate of incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted in the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this certificate of incorporation are granted subject to the provisions of this Article V.

ARTICLE VI.

In furtherance and not in limitation of the rights, powers, privileges and discretionary authority granted or conferred by the General Corporation Law of the State of Delaware or other statutes or laws of the State of Delaware, the board of directors of the Corporation (the “Board of Directors”) is expressly authorized to make, alter, amend or repeal the bylaws of the Corporation, without any action on the part of the stockholders, but the stockholders may make additional bylaws and may alter, amend or repeal any bylaw whether adopted by them or otherwise. The Corporation may in its bylaws confer powers upon its Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

ARTICLE VII.

Election of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

ARTICLE VIII.

The Corporation eliminates the personal liability of each member of its Board of Directors to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however , that, to the extent provided by applicable law, the foregoing shall not eliminate the liability of a director (i) for any breach of such director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of Title 8 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which such director derived an improper personal benefit. No amendment to or repeal of this Article VIII shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

ARTICLE IX.

The Corporation shall, to the maximum extent permitted from time to time under the laws of the State of Delaware, indemnify and upon request shall advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was or has agreed to be a director or officer of the Corporation or while a director or officer is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against any and all expenses (including attorneys’ fees and expenses), judgments, fines, penalties and amounts paid in settlement or incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require the Corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any bylaw, agreement, vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. No amendment or repeal of this Article IX shall apply to or adversely affect any right or protection of a director or officer of the Corporation with respect to any act or omission of such director or officer occurring prior to such amendment or repeal.

* * * * *

Exhibit F

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “Agreement”) is made as of [●], 2024 by and among (i) CyberArk Software Ltd., a company incorporated under the Laws of the State of Israel (“Parent”), (ii) Venafi Parent, LP, a Delaware limited partnership (the “Seller”), and (iii) Acquiom Clearinghouse LLC, as escrow agent (the “Escrow Agent”). Parent and the Seller are sometimes collectively referred to herein as the “Parties” and individually as a “Party.” As solely between the Parties, capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).

WHEREAS, Parent, Triton Merger Sub, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent, Venafi Holdings, Inc., a Delaware corporation (the “Company”), and the Seller are parties to that certain Agreement and Plan of Merger, dated as of May 19, 2024 (as amended, restated, modified or supplemented from time to time, the “Merger Agreement”);

WHEREAS, pursuant to Section 3.2(c) of the Merger Agreement, Parent has agreed to deposit, or cause to be deposited, an amount in cash equal to $10,000,000 (such amount, the “Escrow Amount”) to be held in an account established and maintained by the Escrow Agent;

WHEREAS, the Escrow Agent agrees to act as escrow agent and to hold, safeguard, and disburse the Escrow Funds pursuant to the terms and conditions of this Agreement.

WHEREAS, the Parties and the Escrow Agent desire to more specifically set forth their rights and obligations with respect to the Escrow Funds (as defined below) and the distribution and release thereof; and

WHEREAS, Exhibit C attached hereto sets forth the wire instructions of Parent, the Seller and the Escrow Agent.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties and the Escrow Agent hereby agree as follows.

1. Appointment of Escrow Agent. Parent and the Seller hereby appoint the Escrow Agent as escrow agent in accordance with the terms and conditions set forth herein, and the Escrow Agent hereby accepts such appointment.

2. Escrow Deposit.

(a) Simultaneous with the execution and delivery of this Agreement, Parent will deposit (or cause to be deposited) with the Escrow Agent, in accordance with Section 3.2(c) of the Merger Agreement, the Escrow Amount (such amount, together with any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof and less distributions thereof in accordance with the Merger Agreement and this Agreement, the “Escrow Funds”).

(b) The Escrow Agent shall hold the Escrow Funds in a separate and distinct account (the “Escrow Account”). All income earned on the Escrow Funds shall be credited to the Escrow Account and be deemed to be a part of the Escrow Funds for any and all purposes hereunder. The Escrow Agent shall not distribute or release the Escrow Funds except in accordance with the express terms and conditions of this Agreement.

3. Investments.

(a) During the term of this Escrow Agreement, the Escrow Funds shall be deposited in a non-interest-bearing account at Citizens Bank. Parent and the Seller recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Account or the purchase, sale, retention or other disposition of any investment. Deposits into the Escrow Account are insured, subject to the applicable rules and regulations of the Federal Deposit Insurance Corporation (the “FDIC”), in the standard FDIC insurance amount of $250,000, including principal and accrued interest, and are not secured. The Escrow Agent or its affiliates may receive compensation from third parties based on balances deposited in the Escrow Account.

(b) The Escrow Agent shall not invest the Escrow Funds and at all times shall hold the Escrow Funds available for distribution in accordance with this Agreement. The Escrow Agent shall send an account statement to each of the Parties on a monthly basis reflecting activity in the Escrow Funds for the preceding month.

4. Release of the Escrow Funds. The Escrow Funds shall be distributed and released only as set forth in this Section 4.

(a) Joint Instructions. In the event that Parent and the Seller deliver to the Escrow Agent a joint written instruction signed by an authorized representative of each of Parent and the Seller (a “Joint Instruction”) directing the Escrow Agent to release any portion of the Escrow Funds, then the Escrow Agent shall promptly, but in any event within two Business Days following receipt of such Joint Instruction, disburse to the recipient(s) identified therein, such portion of the Escrow Funds in accordance with such Joint Instruction.

(b) Final Orders. If at any time either of the Parties delivers a Final Order (as defined below) to the Escrow Agent, providing that such Party is owed all or a portion of the Escrow Funds, then upon receipt by the Escrow Agent of such Final Order, the Escrow Agent shall (i) promptly deliver a copy of such Final Order to the other Party and (ii) on the second Business Day following receipt by the applicable Party from the Escrow Agent of such copy of such Final Order, disburse to the recipient(s) identified therein, part or all, as the case may be, of the Escrow Funds in accordance with such Final Order, unless Parent and the Seller deliver to the Escrow Agent a Joint Instruction prior to the disbursement expressly superseding such Final Order.

(c) All payments of any part of the Escrow Funds shall be made by wire transfer of immediately available funds to the account(s) set forth in the Joint Instruction or Final Order, as applicable.

(d) For purposes of this Agreement, “Final Order” means (i) the final determination of each of the items required to be set forth in the Closing Date Statement, as finally determined by the Auditor pursuant to Section 3.3(c) of the Merger Agreement, together with (1) a certificate of the instructing Party to the effect that such determination is final and from the Auditor, in each case, in accordance with the terms of the Merger Agreement, and (2) written payment instructions to effectuate payment in accordance with such determination, or (ii) a final and non-appealable arbitration decision or a final, non-appealable order, judgment or award of any court of competent jurisdiction which may be issued, together with (1) a certificate by an authorized representative of the instructing Party to the effect that such order is final and non-appealable and from a court of competent jurisdiction having proper authority, in each case, in accordance with the terms of the Merger Agreement, and (2) written payment instructions to effectuate payment in accordance with such order, judgment, award, result or determination.

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5. Conditions to Escrow. The Escrow Agent agrees to hold the Escrow Funds and to perform its obligations in accordance with the terms and provisions of this Agreement. The Parties agree that the Escrow Agent shall not assume any responsibility for the failure of the Parties to perform in accordance with the Merger Agreement or this Agreement. The acceptance by the Escrow Agent of its responsibilities hereunder is subject to the following terms and conditions, which the parties hereto agree shall govern and control with respect to the Escrow Agent’s rights, duties and liabilities hereunder:

(a) Documents. The Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, receipt or other paper or document furnished to it by either Party, to the extent such notice, request, waiver, consent, receipt or other paper or document complies with the terms and conditions of this Agreement , not only as to its due execution and validity and the effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained, which the Escrow Agent in good faith reasonably believes to be genuine and what it purports to be. Should it be necessary for the Escrow Agent to act upon any instructions, directions, documents or instruments issued or signed by or on behalf of any Person acting on behalf of a Party, it shall not be necessary for the Escrow Agent to inquire into such Person’s authority. The Escrow Agent is also relieved from the necessity of satisfying itself as to the authority of the Person executing this Agreement in a representative capacity of behalf of either of the Parties. Concurrent with the execution of this Agreement, the Parent and the Seller shall deliver to the Escrow Agent authorized signers’ forms in the form of Exhibit A-1 and Exhibit A-2 to this Agreement.

(b) Legal Counsel. The Escrow Agent may consult with, and obtain advice from, legal counsel in the event of any question as to any of the provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in good faith in accordance with the reasonable opinion and instructions of such counsel, except in cases of the Escrow Agent’s own gross negligence, willful misconduct or fraud.

(d) Limitation of Duties. The Escrow Agent shall have no duties except those which are expressly set forth herein and it shall not be bound by any agreements of the other parties hereto, including, without limitation, the Merger Agreement (whether or not it has any knowledge thereof). The Escrow Agent shall not be deemed a fiduciary for any party to this Agreement. THE ESCROW AGENT SHALL NOT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (i) DAMAGES, LOSSES OR EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, EXCEPT TO THE EXTENT RESULTING FROM THE ESCROW AGENT’S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (ii) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS) (ANY SUCH LOSSES OR DAMAGES DESCRIBED BY THIS CLAUSE (II), “EXCLUDED LOSSES”), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH EXCLUDED LOSSES AND REGARDLESS OF THE FORM OF ACTION, EXCEPT IN THE CASE OF ANY EXCLUDED LOSSES THAT ARE REQUIRED TO BE PAID BY A PARTY BY FINAL ADJUDICATION TO A THIRD-PARTY PLAINTIFF.

(b) Resignation or Termination of Escrow Agent. The Escrow Agent shall have the right to resign at any time by giving thirty (30) calendar days prior written notice of such resignation to each of the Parties and the Parties shall have the right to terminate the services of the Escrow Agent hereunder at any time by giving joint written notice (with such written notice being signed by the Parties) of such termination to the Escrow Agent, in each case, specifying the effective date of such resignation or termination. Within thirty (30) days after receiving or delivering the aforesaid notice, as the case may be, the Parties agree to mutually appoint a successor escrow agent to which the Escrow Agent shall distribute the property then held hereunder in accordance with the terms hereof. If a successor escrow agent has not been appointed and has not accepted such appointment by the end of such thirty (30)-day period, the Escrow Agent may apply to a court of competent jurisdiction for the appointment of a successor escrow agent, and the reasonable and documented out-of-pocket costs and expenses which are incurred in connection with any such proceeding shall be paid one-half by the Seller, on the one hand, and one-half by the Parent, on the other hand. Except as otherwise agreed to in writing by the Parties, no Escrow Funds shall be released from the Escrow Account unless and until a successor escrow agent has been appointed in accordance with this Section 5(b).

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(c) Discharge of Escrow Agent. Upon delivery of all of the Escrow Funds pursuant to the terms of Section 4 or to a successor Escrow Agent pursuant to the terms of Section 5(b), the Escrow Agent shall thereafter be discharged from any further obligations hereunder. The Escrow Agent is hereby authorized, in any and all events, to comply with and obey any and all final, nonappealable judgments, orders (including any Final Order) and decrees of any court of competent jurisdiction which may be filed, entered or issued, and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience. The Escrow Agent shall be entitled to receive, and may conclusively rely upon, an opinion of counsel to Escrow Agent the effect that a judgment, order (including any Final Order) or decree is final, nonappealable and from a court of competent jurisdiction.

(d) Interpleading of Assets upon Dispute. In the event that (i) any dispute shall arise between the Parties with respect to the disposition or disbursement of any of the assets held hereunder or (ii) the Escrow Agent shall be uncertain as to how to proceed in a situation not explicitly addressed by the terms of this Agreement, whether because of conflicting demands by the other Parties or otherwise, the Escrow Agent shall be permitted to interplead all of the assets held hereunder into a court of competent jurisdiction, and thereafter be fully relieved from any and all liability or obligation with respect to such interpleaded assets. The Parties further agree to pursue any redress or recourse in connection with such a dispute, without making the Escrow Agent a party to the same.

(e) Agency. The Escrow Agent shall have the right to perform any of its duties hereunder through agents, attorneys, custodians or nominees.

(f) Merger of Escrow Agent. Any banking association or corporation into which the Escrow Agent may be merged, converted or with which the Escrow Agent may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any banking association or corporation to which all or substantially all of the escrow business of the Escrow Agent shall be transferred, shall succeed to all the Escrow Agent’s rights, obligations and immunities hereunder without the execution or filing of any paper or any further act on the part of any of the Parties, anything herein to the contrary notwithstanding.

(g) Garnishment of the Escrow Funds. In the event that any of the Escrow Funds shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting the property deposited under this Agreement, the Escrow Agent is hereby expressly authorized, in its sole discretion, to obey and comply with all writs, orders or decrees so entered or issued, which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction, and in the event that the Escrow Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other Person, by reason of such compliance notwithstanding such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated; provided that, the Escrow Agent shall promptly notify the Parties in writing of such order, judgment or decree and shall deliver a copy of such order, judgment or decree with such notice.

6. Taxes. The Parties hereto agree to treat, for federal and state income tax purposes, the Escrow Funds as owned by Parent, and to prepare and file all tax returns in a manner consistent with the foregoing. The Escrow Agent will prepare and file with the United States Internal Revenue Service and mail or otherwise properly deliver such forms and reports (including Internal Revenue Service (“IRS”) Forms 1099) with respect to the Escrow Funds, if applicable, as are required pursuant to applicable United States federal income tax law. Each of Parent and the Seller agrees to provide the Escrow Agent with an executed Form W 9 on the date hereof. In the event that Seller fails to provide a Form W-9 that reflects a taxpayer identification number that has been certified as correct, or does not provide a duly completed Form W-9 establishing an exemption from backup withholding, the Escrow Agent shall deduct and withhold the appropriate backup withholding tax from any payment made to Seller to the extent required by applicable law and shall deposit such amounts with the IRS as required by applicable law. The Escrow Agent shall have no responsibility for the preparation and/or filing of any tax or information return with respect to any transactions, whether or not related to the Agreement, that occur outside the Escrow Account. This Agreement and any amendments or attachments hereto are not intended or written to be used, and may not be used or relied upon, by any such taxpayer or for the purpose of avoiding tax penalties. Any such taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

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7. Indemnification. Each of the Parties shall jointly and severally indemnify the Escrow Agent for and hold it harmless against any loss, liability or reasonable and documented out -of-pocket expense (including reasonable and documented attorneys’ fees and out-of-pocket expenses but excluding, for the avoidance of doubt, any net income taxes) except to the extent that such loss, liability or expense has been caused by the fraud, gross negligence or willful misconduct of the Escrow Agent. Notwithstanding anything to the contrary herein, Parent and the Seller agree, solely as between themselves, that any obligation for indemnification under this Section 7 shall be borne by the Party or Parties determined by a court of competent jurisdiction to be responsible for causing the loss, liability or expense against which the Escrow Agent is entitled to indemnification or, if no such determination is made, then one-half by Parent and one-half by the Seller.

8. Escrow Costs. The Escrow Agent shall be entitled to be paid a fee for its services pursuant to the attached Exhibit B and to be reimbursed for its reasonable and documented out-of-pocket costs and expenses incurred in connection with maintaining the Escrow Account hereunder, which fees, costs and expenses shall be paid by Parent. The Escrow Agent shall have, and is hereby granted, the right to set off and deduct any unpaid fees and unsatisfied indemnification rights (to which the Escrow Agent is entitled to be indemnified pursuant to Section 7) from the Escrow Funds that remain unpaid for a period of thirty days after providing the Parties with an invoice for such amounts.

9. Limitations on Rights to the Escrow Funds. Neither of the Parties shall have any right, title or interest in or to, or possession of, the Escrow Account and therefore shall not have the ability to pledge, convey, hypothecate or grant as security (or otherwise dealt with in any manner which has the economic effect of any of the foregoing acts, on a current or prospective basis) all or any portion of the Escrow Funds unless and until such Escrow Funds have been released pursuant to Section 4. Accordingly, the Escrow Agent shall be in sole possession of the Escrow Funds and shall not act as custodian of the Parties under this Agreement for the purposes of perfecting a security interest therein, and no creditor of either of the Parties shall have any right to have or to hold or otherwise attach or seize all or any portion of the Escrow Funds as collateral for any obligation and shall not be able to obtain a security interest in any of the Escrow Funds unless and until such Escrow Funds have been released pursuant to Section 4.

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10. Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted by email (provided no transmission error is received), (c) the Business Day following the day on which the same has been delivered prepaid to a reputable national overnight delivery service or (d) the third (3^rd) Business Day following the day on which the same is sent by certified or registered mail, postage prepaid. Unless another address is specified in writing, notices, demands and communications to the respective parties hereto shall be sent to the applicable addresses indicated below:

Notice to the Seller:

Venafi Parent, LP

c/o Thoma Bravo, L.P.

One Market Plaza

Spear Tower, Suite 2400

San Francisco, CA 94105

Attention:

Seth Boro; Chip Virnig; Collin Gallagher

Email:

sboro@thomabravo.com; cvirnig@thomabravo.com; cgallagher@thomabravo.com

with a copy (which shall not constitute notice) to:

Kirkland & Ellis LLP

333 W Wolf Point Plaza

Chicago, Illinois 60654

Attention:

Corey D. Fox, P.C., Bradley C. Reed, P.C., Brett R. Nelson

Email:

corey.fox@kirkland.com; bradley.reed@kirkland.com; brett.nelson@kirkland.com

Notice to Parent:

CyberArk Software Ltd.

9 Hapsagot Street

Petah Tikva, Israel 4951040

Attention: Legal Department

Email: contract-notices@cyberark.com

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Attention:

Josh Dubofsky; Josh Kiernan; Leah Sauter

Email:

josh.dubofsky@lw.com; joshua.kiernan@lw.com; leah.sauter@lw.com

Notice to Escrow Agent:

Acquiom Clearinghouse LLC

950 17^th Street, Suite 1400

Denver, CO 80202

Attention: Aaron R. Soper

Email: asoper@srsacquiom.com

With a mandatory copy to:

Acquiom Clearinghouse LLC

950 17^th Street, Suite 1400

Denver, CO 80202

Email: escrowagent@srsacquiom.com

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11. Entire Agreement; Amendments. This Agreement, together with the Merger Agreement, contains the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior understandings or agreements by or among the parties hereto, whether written or oral, which may have related to the subject matter hereof in any way. This Agreement may be amended, or any provision of this Agreement may be waived, so long as such amendment or waiver is set forth in a writing executed by each of the Parties (a copy of which shall be promptly provided to the Escrow Agent); provided that, if any such amendment or waiver would have the effect of increasing or expanding the Escrow Agent’s obligations or duties under this Agreement, the written consent of the Escrow Agent shall be required in addition to the written consent of the Parties. No course of dealing between or among the parties hereto shall be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any party hereto under or by reason of this Agreement.

12. Assigns and Assignment. This Agreement and all actions taken hereunder shall inure to the benefit of and shall be binding upon all of the parties hereto and upon all of their respective successors and assigns; provided that (a) the Escrow Agent shall not be permitted to assign its obligations hereunder except as provided in Sections 5(b) and 5(f) and (b) no assignment by any of the Parties shall be binding against the Escrow Agent unless and until written notice of such assignment is delivered to and acknowledged by the Escrow Agent. Except as otherwise provided in this Section 12, until the termination of this Agreement and the final distribution of all of the Escrow Funds, Parent and the Seller agree that they will neither transfer nor attempt to transfer this Agreement or any of the Escrow Funds (or any beneficial interest they may have in any of the foregoing), except following any release of Escrow Funds to such Party and as provided for and in accordance of this Agreement, and any attempt to make any such transfer shall be null and void ab initio.

13. No Other Third Party Beneficiaries. Nothing herein expressed or implied is intended or shall be construed to confer upon or to give any Person other than the Escrow Agent, the Parties and their permitted assigns any rights or remedies under or by reason of this Agreement.

14. Interpretation. The headings in this Agreement are inserted for convenience of reference only and shall not be a part of or control or affect the meaning hereof.

15. No Waiver. No failure or delay by a party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any right of further exercise or the exercise of any other right, power or privilege. The right of the Parties to receive all or a portion of the Escrow Funds under the circumstances described in Section 4 is in addition to, and not in lieu of, any other remedies that any Person may have against another Person pursuant to the Merger Agreement in the event of a breach of, or other liability under, the Merger Agreement.

16. Severability. The parties hereto agree that (a) the provisions of this Agreement shall be severable in the event that for any reason whatsoever the provisions hereof are invalid, void or otherwise unenforceable, (b) such invalid, void or otherwise unenforceable provisions shall be automatically replaced by other provisions that are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable and (c) the remaining provisions shall remain enforceable to the fullest extent permitted by law.

17. No Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their collective mutual intent, and no rule of strict construction shall be applied against any Person. The term “including” as used herein shall be by way of example and shall not be deemed to constitute a limitation of any term or provision contained herein. Each defined term used in this Agreement has a comparable meaning when used in its plural or singular form.

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18. Governing Law. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the domestic laws of the State of Delaware without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

19. Banking Days. If any date on which the Escrow Agent is required to make an investment or a delivery pursuant to the provisions hereof is not a banking day, then the Escrow Agent shall make such investment or delivery on the next succeeding banking day.

20. Counterparts. This Agreement may be executed by the parties hereto individually or in any combination, in one or more counterparts (including by means of telecopied or PDF signature pages), each of which shall be an original and all of which shall together constitute one and the same agreement.

21. Conflicts. The Parties agree and acknowledge that to the extent any terms and provisions of this Agreement are in any way inconsistent with or in conflict with any term, condition or provision of the Merger Agreement, the Merger Agreement shall govern and control. Unless and until the Escrow Agent shall be notified in writing that an inconsistency or a conflict exists between this Agreement and the Merger Agreement, it shall be entitled to conclusively assume that no such inconsistency or conflict exists. In the event that the Escrow Agent shall be notified that an inconsistency or a conflict exists between the Agreement and the Merger Agreement, the Escrow Agent shall be permitted to interplead assets held hereunder pursuant to Section 5(d) hereof.

22. Bankruptcy Proceedings. In the event of the commencement of a bankruptcy case or cases wherein the Seller or Parent is the debtor, the Escrow Funds will not constitute property of the debtor’s estate within the meaning of 11 U.S.C. § 541.

23. Specific Performance. The obligations of the parties hereto (including the Escrow Agent) are unique in that time is of the essence, and any delay in performance hereunder by any party will result in irreparable harm to the other parties hereto. Accordingly, any party may seek specific performance and/or injunctive relief before any court of competent jurisdiction in order to enforce this Agreement or to prevent violations of the provisions hereof, and no party will object to specific performance or injunctive relief as an appropriate remedy. The Escrow Agent acknowledges that its obligations, as well as the obligations of any party hereunder, are subject to the equitable remedy of specific performance and/or injunctive relief.

24. Termination. This Agreement shall terminate when all of the Escrow Funds in the Escrow Account have been released and distributed in accordance with Section 4. Upon such termination this Agreement shall have no further force and effect, except that the provisions of this Section 24 and Sections 6, 7, 8 and 10 through 23 shall survive such termination and the resignation or removal of the Escrow Agent.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. When a party opens an account, the Escrow Agent will ask for each party’s name, address, date of birth, or other appropriate information that will allow the Escrow Agent to identify such party. The Escrow Agent may also ask to see each party’s driver’s license or other identifying documents.

[Remainder of the page intentionally left blank; signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the date first written above.

	PARENT:

	CYBERARK SOFTWARE LTD.

	By:
	Name:
	Its:

Signature Page to Escrow Agreement

F - 9

	SELLER:

	VENAFI PARENT, LP

	By:
	Name:
	Its:

Signature Page to Escrow Agreement

F - 10

	ESCROW AGENT:

	ACQUIOM CLEARINGHOUSE LLC

	By:
	Name:
	Title:

Signature Page to Escrow Agreement

F - 11

EXHIBIT A-1

Certificate as to Authorized Signatures of Parent

The specimen signatures shown below are the specimen signatures of the individuals who have been designated as authorized representatives of Parent and are authorized to initiate and approve transactions of all types for the escrow account or account established under the Escrow Agreement to which this Exhibit A-1 is attached, on behalf of Parent.

Name / Title
Name / Title	Specimen Signature
	_____________________________
Name	Signature

Title/Phone Number
	_____________________________
Name	Signature

Title/Phone Number

EXHIBIT A-2

Certificate as to Authorized Signatures of the Seller

The specimen signatures shown below are the specimen signatures of the individuals who have been designated as authorized representatives of the Seller and are authorized to initiate and approve transactions of all types for the escrow account or account established under the Escrow Agreement to which this Exhibit A-2 is attached, on behalf of the Seller.

Name / Title
Name / Title	Specimen Signature
	_____________________________
Name	Signature

Title/Phone Number
	_____________________________
Name	Signature

Title/Phone Number

EXHIBIT B

SCHEDULE OF ESCROW AGENT FEES

Acceptance Fee:

Waived

Initial fees as they relate to Acquiom Clearinghouse LLC acting in the capacity of Escrow Agent – includes review of the Escrow Agreement; acceptance of the Escrow appointment; setting up of the Escrow Account and accounting records; and coordination of receipt of funds for deposit to the Escrow Account.

Administration Fee

Waived

For ordinary administrative services by Escrow Agent – includes daily routine account management; interest tracking; monitoring claim notices pursuant to the agreement; disbursement of funds in accordance with the agreement; and delivery of trust account statements to all applicable parties.

Acquiom Clearinghouse LLC’s bid is based on the following assumptions:

●

Number of Escrow Accounts to be established: One (1)

●

Estimated Term: One Hundred Eighty (180) Days

●

Deposit in a non-interest-bearing account at Citizens Bank

Out-of-Pocket Expenses:

Billed At Cost

EXHIBIT C

WIRE INSTRUCTIONS

Parent: [●]

Seller: [●]

Escrow Agent: [●]

Schedule I

Persons to Execute Restrictive Covenant Agreements

1.	Venafi Parent, LP

2.	Thoma Bravo Fund XIII, L.P.

3.	Thoma Bravo Fund XIII-A, L.P.

4.	Thoma Bravo Executive Fund XIII, L.P.

Schedule II

Persons to Execute Employment Agreements

1.	Melissa Keohane

2.	Tim Sjobeck

3.	Shivajee Samdarshi

4.	Kevin Bocek

5.	Kris Luhrsen

6.	David Cutler

7.	Michael Dodson

8.	Setu Kulkarni

9.	Laurent Domenach

10.	Raju Nadimpalli

11.	Jason Brothers

12.	Matt Barker

13.	Jenny Hayes

14.	Tom Colligan

Exhibit 3.1

THE COMPANIES LAW, 1999

A LIMITED LIABILITY COMPANY

ARTICLES OF ASSOCIATION OF

CYBERARK SOFTWARE LTD.

PRELIMINARY

DEFINITIONS; INTERPRETATION.

(a)

In these Articles, the following terms (whether or not capitalized) shall bear the meanings set forth opposite to them respectively, unless inconsistent with the subject or context.

“Articles”	shall mean these Articles of Association, as amended from time to time.
“Board of Directors”	shall mean the Board of Directors of the Company.
“Chairman”	shall mean the Chairman of the Board of Directors, or the Chairman of the General Meeting, as the context provides;
“Company”	shall mean CYBERARK SOFTWARE LTD.
“Companies Law”	shall mean the Israeli Companies Law, 5759-1999. The Companies Law
	shall include reference to the Companies Ordinance (New Version), 5743-1983, of the State of Israel, to the extent in effect according to the provisions thereof.
“Director(s)”	shall mean the member(s) of the Board of Directors holding office at any given
	time, including alternate directors. “External Director(s)” shall mean as defined in the Companies Law.
“General Meeting”	shall mean an Annual General Meeting or Special General Meeting of the Shareholders, as the case may be.
“NIS”	shall mean New Israeli Shekels.
“Office”	shall mean the registered office of the Company at any given time.
“Office Holder” or “Officer”	shall mean as defined in the Companies Law.
“RTP Law”	shall mean the Israeli Restrictive Trade Practices Law, 5758- 1988.
“Securities Law”	shall mean the Israeli Securities Law 5728-1968.
“Shareholder(s)”	shall mean the shareholder(s) of the Company, at any given time.
“in writing” or “writing”	shall mean written, printed, photocopied, photographic, typed, sent via email, facsimile or produced by any visible substitute for writing, or partly one and partly another, and signed shall be construed accordingly.

(b)

Unless otherwise defined in these Articles or required by the context, terms used herein shall have the meaning provided therefor under the Companies Law.

(c)

Unless the context shall otherwise require: words in the singular shall also include the plural, and vice versa; any pronoun shall include the corresponding masculine, feminine and neuter forms; the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”; the words “herein”, “hereof” and “hereunder” and words of similar import refer to these Articles in its entirety and not to any part hereof; all references herein to Articles, Sections or clauses shall be deemed references to Articles, Sections or clauses of these Articles; any references to any agreement or other instrument or law, statute or regulation are to it as amended, supplemented or restated, from time to time (and, in the case of any law, to any successor provisions or re-enactment or modification thereof being in force at the time); any reference to “law” shall include any supranational, national, federal, state, local, or foreign statute or law and all rules and regulations promulgated thereunder (including, any rules, regulations or forms prescribed by any governmental authority or securities exchange commission or authority, if and to the extent applicable); any reference to a “day” or a number of “days” (without any explicit reference otherwise, such as to business days) shall be interpreted as a reference to a calendar day or number of calendar days; reference to month or year means according to the Gregorian calendar; any reference to a “company”, “corporate body” or “entity” shall include a, partnership, corporation, limited liability company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof, and reference to a “person” shall mean any of the foregoing or an individual.

(d)

The captions in these Articles are for convenience only and shall not be deemed a part hereof or affect the construction or interpretation of any provision hereof.

LIMITED LIABILITY

The Company is a limited liability company and therefore each shareholder’s obligations to the Company shall be limited to the payment of the nominal value of the shares held by such shareholder, subject to the provisions of the Companies Law.

PUBLIC COMPANY; COMPANY’S OBJECTIVES

PUBLIC COMPANY; OBJECTIVES.

(a)

The Company is a Public Company as such term is defined in and as long as it qualifies under the Companies Law.

(b)

The Company's objectives are to carry on any business, and do any act, which is not prohibited by law.

DONATIONS.

The Company may donate a reasonable amount of money (in cash or in kind, including the Company’s securities) for any purpose that the Board of Directors finds appropriate.

SHARE CAPITAL

AUTHORIZED SHARE CAPITAL.

(a)

The share capital of the Company shall consist of NIS 2,500,000 divided into 250,000,000 Ordinary Shares, of a nominal value of NIS 0.01 each (the “Shares”).

(b)

The Shares shall rank pari passu in all respects.

INCREASE OF AUTHORIZED SHARE CAPITAL.

(a)

The Company may, from time to time, by a Shareholders' resolution, whether or not all the shares then authorized have been issued, and whether or not all the shares theretofore issued have been called up for payment, increase its authorized share capital by the creation of new shares. Any such increase shall be in such amount and shall be divided into shares of such nominal amounts, and such shares shall confer such rights and preferences, and shall be subject to such restrictions, as such resolution shall provide.

(b)

Except to the extent otherwise provided in such resolution, any new shares included in the authorized share capital increased as aforesaid shall be subject to all the provisions of these Articles which are applicable to shares of such class included in the existing share capital without regard to class (and, if such new shares are of the same class as a class of shares included in the existing share capital, to all of the provisions which are applicable to shares of such class included in the existing share capital).

SPECIAL OR CLASS RIGHTS; MODIFICATION OF RIGHTS.

(a)

The Company may, from time to time, by a Shareholders’ resolution, provide for shares with such preferred or deferred rights or other special rights and/or such restrictions, whether in regard to dividends, voting, repayment of share capital or otherwise, as may be stipulated in such resolution.

(b)

If at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class, unless otherwise provided by these Articles, may be modified or cancelled by the Company by a resolution of the General Meeting of the holders of all shares as one class, without any required separate resolution of any class of shares.

(c)

The provisions of these Articles relating to General Meetings shall, mutatis mutandis, apply to any separate General Meeting of the holders of the shares of a particular class, it being clarified that the requisite quorum at any such separate General Meeting shall be two or more Shareholders (not in default in payment of any sum referred to in Article 13 hereof) present in person or by proxy and holding not less than thirty-three and one-third percent (33⅓%) of the issued shares of such class, provided, however, that if (i) such separate General Meeting of the holders of the particular class of Shares was initiated by and convened pursuant to a resolution adopted by the Board of Directors and (ii) at the time of such meeting the Company is qualified to use the forms of a “foreign private issuer” under US securities laws, then the requisite quorum at any such separate General Meeting shall be two or more Shareholders (not in default in payment of any sum referred to in Article 13 hereof) present in person or by proxy and holding not less than twenty-five percent (25%) of the issued shares of such class. For the purpose of determining the quorum present at such General Meeting, a proxy may be deemed to be two (2) or more Shareholders pursuant to the number of Shareholders represented by the proxy holder.

(d)

Unless otherwise provided by these Articles, an increase in the authorized share capital, the creation of a new class of shares, an increase in the authorized share capital of a class of shares, or the issuance of additional shares thereof out of the authorized and unissued share capital, shall not be deemed, for purposes of this Article 7, to modify or derogate or cancel the rights attached to previously issued shares of such class or of any other class.

CONSOLIDATION, DIVISION, CANCELLATION AND REDUCTION OF SHARE CAPITAL.

(a)

The Company may, from time to time, by or pursuant to an authorization of a Shareholders’ resolution, and subject to applicable law:

(i) consolidate all or any part of its issued or unissued authorized share capital into shares of a per share nominal value which is larger, equal to or smaller than the per share nominal value of its existing shares;

(ii) divide or sub-divide its shares (issued or unissued) or any of them, into shares of smaller or the same nominal value (subject, however, to the provisions of the Companies Law), and the resolution whereby any share is divided may determine that, as among the holders of the shares resulting from such subdivision, one or more of the shares may, in contrast to others, have any such preferred or deferred rights or rights of redemption or other special rights, or be subject to any such restrictions, as the Company may attach to unissued or new shares;

(iii) cancel any shares which, at the date of the adoption of such resolution, have not been taken or agreed to be taken by any person, and reduce the amount of its share capital by the amount of the shares so canceled; or

(iv)

reduce its share capital in any manner.

(b)

With respect to any consolidation of issued shares and with respect to any other action which may result in fractional shares, the Board of Directors may settle any difficulty which may arise with regard thereto, as it deems fit, and, in connection with any such consolidation or other action which could result in fractional shares, may, without limiting its aforesaid power:

(i) determine, as to the holder of shares so consolidated, which issued shares shall be consolidated into a share of a larger, equal or smaller nominal value per share;

(ii) issue, in contemplation of or subsequent to such consolidation or other action, shares sufficient to preclude or remove fractional share holdings;

(iii)

redeem such shares or fractional shares sufficient to preclude or remove fractional share holdings;

(iv) round up, round down or round to the nearest whole number, any fractional shares resulting from the consolidation or from any other action which may result in fractional shares; or

(v) cause the transfer of fractional shares by certain shareholders of the Company to other shareholders thereof so as to most expediently preclude or remove any fractional shareholdings, and cause the transferees of such fractional shares to pay the transferors thereof the fair value thereof, and the Board of Directors is hereby authorized to act in connection with such transfer, as agent for the transferors and transferees of any such fractional shares, with full power of substitution, for the purposes of implementing the provisions of this sub-Article 8(b)(v).

ISSUANCE OF SHARE CERTIFICATES, REPLACEMENT OF LOST CERTIFICATES.

(a)

To the extent that the Board of Directors determines that all shares shall be certificated or, if the Board of Directors does not so determine, to the extent that any shareholder requests a share certificate, share certificates shall be issued under the corporate seal of the Company or its written, typed or stamped name and shall bear the signature of one Director, or of any person or persons authorized therefor by the Board of Directors. Signatures may be affixed in any mechanical or electronic form, as the Board of Directors may prescribe.

(b)

Subject to the Article 9(a), each Shareholder shall be entitled to one numbered certificate for all the shares of any class registered in his name. Each certificate shall specify the serial numbers of the shares represented thereby and may also specify the amount paid up thereon. The Company (as determined by an officer of the Company to be designated by the Chief Executive Officer) shall not refuse a request by a Shareholder to obtain several certificates in place of one certificate, unless such request is, in the opinion of such officer, unreasonable. Where a Shareholder has sold or transferred some of such Shareholder’s shares, such Shareholder shall be entitled to receive a certificate in respect of such Shareholder’s remaining shares, provided that the previous certificate is delivered to the Company before the issuance of a new certificate.

(c)

A share certificate registered in the names of two or more persons shall be delivered to the person first named in the Register of Shareholders in respect of such co-ownership.

(d)

A share certificate which has been defaced, lost or destroyed, may be replaced, and the Company shall issue a new certificate to replace such defaced, lost or destroyed certificate upon payment of such fee, and upon the furnishing of such evidence of ownership and such indemnity, as the Board of Directors in its discretion deems fit.

10.

REGISTERED HOLDER.

Except as otherwise provided in these Articles or the Companies Law, the Company shall be entitled to treat the registered holder of each share as the absolute owner thereof, and accordingly, shall not, except as ordered by a court of competent jurisdiction, or as required by the Companies Law, be obligated to recognize any equitable or other claim to, or interest in, such share on the part of any other person.

11.

ISSUANCE AND REPURCHASE OF SHARES.

(a)

The unissued shares from time to time shall be under the control of the Board of Directors (and to the full extent permitted by law any Committee thereof), which shall have the power to issue or otherwise dispose of shares and of securities convertible or exercisable into or other rights to acquire from the Company to such persons, on such terms and conditions (including inter alia terms relating to calls set forth in Article 13(f) hereof), and either at par or at a premium, or subject to the provisions of the Companies Law, at a discount and/or with payment of commission, and at such times, as the Board of Directors (or the Committee, as the case may be) deems fit, and the power to give to any person the option to acquire from the Company any shares or securities convertible or exercisable into or other rights to acquire from the Company, either at par or at a premium, or, subject as aforesaid, at a discount and/or with payment of commission, during such time and for such consideration as the Board of Directors (or the Committee, as the case may be) deems fit.

(b)

The Company may at any time and from time to time, subject to the Companies Law, repurchase or finance the purchase of any shares or other securities issued by the Company, in such manner and under such terms as the Board of Directors shall determine, whether from any one or more shareholders. Such purchase shall not be deemed as payment of dividends and no shareholder will have the right to require the Company to purchase his shares or offer to purchase shares from any other shareholders.

12.

PAYMENT IN INSTALLMENT.

If pursuant to the terms of issuance of any share, all or any portion of the price thereof shall be payable in installments, every such installment shall be paid to the Company on the due date thereof by the then registered holder(s) of the share or the person(s) then entitled thereto.

13.

CALLS ON SHARES.

(a)

The Board of Directors may, from time to time, as it, in its discretion, deems fit, make calls for payment upon shareholders in respect of any sum (including premium) which has not been paid up in respect of shares held by such shareholders and which is not, pursuant to the terms of issuance of such shares or otherwise, payable at a fixed time, and each shareholder shall pay the amount of every call so made upon him (and of each installment thereof if the same is payable in installments), to the person(s) and at the time(s) and place(s) designated by the Board of Directors, as any such times may be thereafter extended and/or such person(s) or place(s) changed. Unless otherwise stipulated in the resolution of the Board of Directors (and in the notice hereafter referred to), each payment in response to a call shall be deemed to constitute a pro rata payment on account of all the shares in respect of which such call was made.

(b)

Notice of any call for payment by a shareholder shall be given in writing to such shareholder not less than fourteen (14) days prior to the time of payment fixed in such notice, and shall specify the time and place of payment, and the person to whom such payment is to be made. Prior to the time for any such payment fixed in a notice of a call given to a shareholder, the Board of Directors may in its absolute discretion, by notice in writing to such shareholder, revoke such call in whole or in part, extend the time fixed for payment thereof, or designate a different place of payment or person to whom payment is to be made. In the event of a call payable in installments, only one notice thereof need be given.

(c)

If pursuant to the terms of issuance of a share or otherwise, an amount is made payable at a fixed time (whether on account of such nominal value of such share or by way of premium), such amount shall be payable at such time as if it were payable by virtue of a call made by the Board of Directors and for which notice was given in accordance with paragraphs (a) and (b) of this Article 13, and the provision of these Articles with regard to calls (and the non-payment thereof) shall be applicable to such amount or such installment (and the non- payment thereof).

(d)

Joint holders of a share shall be jointly and severally liable to pay all calls for payment in respect of such share and all interest payable thereon.

(e)

Any amount called for payment which is not paid when due shall bear interest from the date fixed for payment until actual payment thereof, at such rate (not exceeding the then prevailing debitory rate charged by leading commercial banks in Israel), and payable at such time(s) as the Board of Directors may prescribe.

(f)

Upon the issuance of shares, the Board of Directors may provide for differences among the holders of such shares as to the amounts and times for payment of calls for payment in respect of such shares.

14.

PREPAYMENT.

With the approval of the Board of Directors, any shareholder may pay to the Company any amount not yet payable in respect of his shares, and the Board of Directors may approve the payment by the Company of interest on any such amount until the same would be payable if it had not been paid in advance, at such rate and time(s) as may be approved by the Board of Directors. The Board of Directors may at any time cause the Company to repay all or any part of the money so advanced, without premium or penalty. Nothing in this Article 14 shall derogate from the right of the Board of Directors to make any call for payment before or after receipt by the Company of any such advance.

15.

FORFEITURE AND SURRENDER.

(a)

If any shareholder fails to pay an amount payable by virtue of a call, installment or interest thereon as provided for in accordance herewith, on or before the day fixed for payment of the same, the Board of Directors, may at any time after the day fixed for such payment, so long as such amount (or any portion thereof) or interest thereon (or any portion thereof) remains unpaid, forfeit all or any of the shares in respect of which such payment was called for. All expenses incurred by the Company in attempting to collect any such amount or interest thereon, including, without limitation, attorneys' fees and costs of legal proceedings, shall be added to, and shall, for all purposes (including the accrual of interest thereon) constitute a part of, the amount payable to the Company in respect of such call.

(b)

Upon the adoption of a resolution as to the forfeiture of a shareholder's share, the Board of Directors shall cause notice thereof to be given to such shareholder, which notice shall state that, in the event of the failure to pay the entire amount so payable by a date specified in the notice (which date shall be not less than fourteen (14) days after the date such notice is given and which may be extended by the Board of Directors), such shares shall be ipso facto forfeited, provided, however, that, prior to such date, the Board of Directors may cancel such resolution of forfeiture, but no such cancellation shall stop the Board of Directors from adopting a further resolution of forfeiture in respect of the non-payment of the same amount.

(c)

Without derogating from Articles 52 and 56 hereof, whenever shares are forfeited as herein provided, all dividends, if any, theretofore declared in respect thereof and not actually paid shall be deemed to have been forfeited at the same time.

(d)

The Company, by resolution of the Board of Directors, may accept the voluntary surrender of any share.

(e)

Any share forfeited or surrendered as provided herein, shall become the property of the Company as dormant share, and the same, subject to the provisions of these Articles, may be sold, re-issued or otherwise disposed of as the Board of Directors deems fit.

(f)

Any person whose shares have been forfeited or surrendered shall cease to be a shareholder in respect of the forfeited or surrendered shares, but shall, notwithstanding, be liable to pay, and shall forthwith pay, to the Company, all calls, interest and expenses owing upon or in respect of such shares at the time of forfeiture or surrender, together with interest thereon from the time of forfeiture or surrender until actual payment, at the rate prescribed in Article 13(e) above, and the Board of Directors, in its discretion, may, but shall not be obligated to, enforce or collect the payment of such amounts, or any part thereof, as it shall deem fit. In the event of such forfeiture or surrender, the Company, by resolution of the Board of Directors, may accelerate the date(s) of payment of any or all amounts then owing to the Company by the person in question (but not yet due) in respect of all shares owned by such shareholder, solely or jointly with another.

(g)

The Board of Directors may at any time, before any share so forfeited or surrendered shall have been sold, re- issued or otherwise disposed of, nullify the forfeiture or surrender on such conditions as it deems fit, but no such nullification shall stop the Board of Directors form re-exercising its powers of forfeiture pursuant to this Article 15.

16.

LIEN.

(a)

Except to the extent the same may be waived or subordinated in writing, the Company shall have a first and paramount lien upon all the shares registered in the name of each shareholder (without regard to any equitable or other claim or interest in such shares on the part of any other person), and upon the proceeds of the sale thereof, for his debts, liabilities and engagements to the Company arising from any amount payable by such shareholder in respect of any unpaid or partly paid share, whether or not such debt, liability or engagement has matured. Such lien shall extend to all dividends from time to time declared or paid in respect of such share. Unless otherwise provided, the registration by the Company of a transfer of shares shall be deemed to be a waiver on the part of the Company of the lien (if any) existing on such shares immediately prior to such transfer.

(b)

The Board of Directors may cause the Company to sell a share subject to such a lien when the debt, liability or engagement giving rise to such lien has matured, in such manner as the Board of Directors deems fit, but no such sale shall be made unless such debt, liability or engagement has not been satisfied within fourteen (14) days after written notice of the intention to sell shall have been served on such shareholder, his executors or administrators.

(c)

The net proceeds of any such sale, after payment of the costs and expenses thereof or ancillary thereto, shall be applied in or toward satisfaction of the debts, liabilities or engagements of such shareholder in respect of such share (whether or not the same have matured), and the residue (if any) shall be paid to the shareholder, his executors, administrators or assigns.

17.

SALE AFTER FORFEITURE OF SURRENDER OR IN ENFORCEMENT OF LIEN.

Upon any sale of a share after forfeiture or surrender or for enforcing a lien, the Board of Directors may appoint any person to execute an instrument of transfer of the share so sold and cause the purchaser's name to be entered in the Register of Shareholders in respect of such share. The purchaser shall be registered as the shareholder and shall not be bound to see to the regularity of the sale proceedings, or to the application of the proceeds of such sale, and after his name has been entered in the Register of Shareholders in respect of such share, the validity of the sale shall not be impeached by any person, and person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.

18.

REDEEMABLE SHARES.

The Company may, subject to applicable law, issue redeemable shares or other securities and redeem the same upon terms and conditions to be set forth in a written agreement between the Company and the holder of such shares or in their terms of issuance.

TRANSFER OF SHARES

19.

REGISTRATION OF TRANSFER.

No transfer of shares shall be registered unless a proper writing or instrument of transfer (in any customary form or any other form satisfactory to the Board of Directors) has been submitted to the Company (or its transfer agent), together with any share certificate(s) and such other evidence of title as the Board of Directors may reasonably require. Until the transferee has been registered in the Register of Shareholders in respect of the shares so transferred, the Company may continue to regard the transferor as the owner thereof. The Board of Directors, may, from time to time, prescribe a fee for the registration of a transfer.

20.

SUSPENSION OF REGISTRATION.

The Board of Directors may, in its discretion to the extent it deems necessary, close the Register of Shareholders of registration of transfers of shares for a period determined by the Board of Directors, and no registrations of transfers of shares shall be made by the Company during any such period during which the Register of Shareholders is so closed.

TRANSMISSION OF SHARES

21.

DECEDENTS’ SHARES.

(a)

In case of a share registered in the names of two or more holders, the Company may recognize the survivor(s) as the sole owner(s) thereof unless and until the provisions of Article 21(b) have been effectively invoked.

(b)

Any person becoming entitled to a share in consequence of the death of any person, upon producing evidence of the grant of probate or letters of administration or declaration of succession (or such other evidence as the Board of Directors may reasonably deem sufficient (or to an officer of the Company to be designated by the Chief Executive Officer)), shall be registered as a shareholder in respect of such share, or may, subject to the provisions as to transfer contained herein, transfer such share.

22.

RECEIVERS AND LIQUIDATORS.

(a)

The Company may recognize any receiver, liquidator or similar official appointed to wind-up, dissolve or otherwise liquidate a corporate shareholder, and a trustee, manager, receiver, liquidator or similar official appointed in bankruptcy or in connection with the reorganization of, or similar proceeding with respect to a shareholder or its properties, as being entitled to the shares registered in the name of such shareholder.

(b)

Such receiver, liquidator or similar official appointed to wind-up, dissolve or otherwise liquidate a corporate shareholder and such trustee, manager, receiver, liquidator or similar official appointed in bankruptcy or in connection with the reorganization of, or similar proceedings with respect to a shareholder or its properties, upon producing such evidence as the Board of Directors (or an officer of the Company to be designated by the Chief Executive Officer) may deem sufficient as to his authority to act in such capacity or under this Article, shall with the consent of the Board of Directors (which the Board of Directors may grant or refuse in its absolute discretion), be registered as a shareholder in respect of such shares, or may, subject to the regulations as to transfer herein contained, transfer such shares.

GENERAL MEETINGS

23.

GENERAL MEETINGS.

(a)

An annual General Meeting (“Annual General Meeting”) shall be held at such time and at such place, either within or out of the State of Israel, as may be determined by the Board of Directors.

(b)

All General Meetings other than Annual General Meetings shall be called "Special General Meetings". The Board of Directors may, at its discretion, convene a Special General Meeting at such time and place, within or outside of the State of Israel, as may be determined by the Board of Directors.

(c)

If so determined by the Board of Directors, an Annual General Meeting or a Special General Meeting may be held through the use of any means of communication approved by the Board of Directors, provided all of the participating Shareholders can hear each other simultaneously. A resolution approved by use of means of communications as aforesaid shall be deemed to be a resolution lawfully adopted at such general meeting, and a Shareholder shall be deemed present in person at such general meeting if attending such meeting through the means of communication used at such meeting.

24.

RECORD DATE FOR GENERAL MEETING.

Notwithstanding any provision of these Articles to the contrary, and to allow the Company to determine the shareholders entitled to notice of or to vote at any General Meeting or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or grant of any rights, or entitled to exercise any rights in respect of or to take or be the subject of any other action, the Board of Directors may fix a record date, which shall not be more than the maximum period and not less than the minimum period permitted by law. A determination of shareholders of record entitled to notice of or to vote at a meeting shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

25.

SHAREHOLDER PROPOSAL REQ UEST.

(a)

Any Shareholder or Shareholders of the Company holding at least the required percentage under the Companies Law of the voting rights of the Company which entitles such Shareholder(s) to require the Company to include a matter on the agenda of a General Meeting (the “Proposing Shareholder(s)”) may request, subject to the Companies Law, that the Board of Directors include a matter on the agenda of a General Meeting to be held in the future, provided that the Board determines that the matter is appropriate to be considered in a General Meeting (a “Proposal Request”). In order for the Board of Directors to consider a Proposal Request and whether to include the matter stated therein in the agenda of a General Meeting, notice of the Proposal Request must be timely delivered in accordance with applicable laws, and the Proposal Request must comply with the requirement of these Articles (including this Article 25) and any applicable law and stock exchange rules and regulations. The Proposal Request must be in writing, signed by all of the Proposing Shareholder(s) making such request, delivered, either in person or by certified mail, postage prepaid, and received by the Secretary (or, in the absence thereof by the Chief Executive Officer of the Company). To be considered timely, a Proposal Request must be received within the time periods prescribed by applicable law. The announcement of an adjournment or postponement of a General Meeting shall not commence a new time period (or extend any time period) for the delivery of a Proposal Request as described above. In addition to any information required to be included in accordance with applicable law, the Proposal Request must include the following: (i) the name, address, telephone number, fax number and email address of the Proposing Shareholder (or each Proposing Shareholder, as the case may be) and, if an entity, the name(s) of the person(s) that controls or manages such entity; (ii) the number of Shares held by the Proposing Shareholder(s), directly or indirectly (and, if any of such Shares are held indirectly, an explanation of how they are held and by whom), which shall be in such number no less than as is required to qualify as a Proposing Shareholder, accompanied by evidence satisfactory to the Company of the record holding of such Shares by the Proposing Shareholder(s) as of the date of the Proposal Request, and a representation that the Proposing Shareholder(s) intends to appear in person or by proxy at the meeting; (iii) the matter requested to be included on the agenda of a General Meeting, all information related to such matter, the reason that such matter is proposed to be brought before the General Meeting, the complete text of the resolution that the Proposing Shareholder proposes to be voted upon at the General Meeting and, if the Proposing Shareholder wishes to have a position statement in support of the Proposal Request, a copy of such position statement that complies with the requirement of any applicable law (if any), (iv) a description of all arrangements or understandings between the Proposing Shareholders and any other Person(s) (naming such Person or Persons) in connection with the matter that is requested to be included on the agenda and a declaration signed by all Proposing Shareholder(s) of whether any of them has a personal interest in the matter and, if so, a description in reasonable detail of such personal interest; (v) a description of all Derivative Transactions (as defined below) by each Proposing Shareholder(s) during the previous twelve (12) month period, including the date of the transactions and the class, series and number of securities involved in, and the material economic terms of, such Derivative Transactions; and (vi) a declaration that all of the information that is required under the Companies Law and any other applicable law and stock exchange rules and regulations to be provided to the Company in connection with such matter, if any, has been provided to the Company. The Board of Directors, may, in its discretion, to the extent it deems necessary, request that the Proposing Shareholder(s) provide additional information necessary so as to include a matter in the agenda of a General Meeting, as the Board of Directors may reasonably require.

A “Derivative Transaction” means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.

(b)

The information required pursuant to this Article shall be updated as of (i) the record date of the General Meeting, (ii) five business days before the General Meeting, and (iii) as of the General Meeting, and any adjournment or postponement thereof.

(c)

The provisions of Articles 25(a) and 25(b) shall apply, mutatis mutandis, to any matter to be included on the agenda of a General Meeting which is convened pursuant to a request of a Shareholder duly delivered to the Company in accordance with the Companies Law.

26.

NOTICE OF GENERAL MEETINGS; OMISSION TO GIVE NOTICE.

(a)

The Company is not required to give notice of a General Meeting, subject to any mandatory provision of the Companies Law. Notwithstanding anything herein to the contrary, to the extent permitted under the Companies Law, with the consent of all Shareholders entitled to vote thereon, a resolution may be proposed and passed at such meeting although a lesser notice period than hereinabove prescribed has been given.

(b)

The accidental omission to give notice of a General Meeting to any Shareholder, or the non-receipt of notice sent to such Shareholder, shall not invalidate the proceedings at such meeting or any resolution adopted thereat.

(c)

No Shareholder present, in person or by proxy, at any time during a General Meeting shall be entitled to seek the cancellation or invalidation of any proceedings or resolutions adopted at such General Meeting on account of any defect in the notice of such meeting relating to the time or the place thereof, or any item acted upon at such meeting.

(d)

The Company may add additional places for Shareholders to review the full text of the proposed resolutions to be adopted at a General Meeting, including an internet site.

PROCEEDINGS AT GENERAL MEETINGS

27.

QUORUM.

(a)

No business shall be transacted at a General Meeting, or at any adjournment thereof, unless the quorum required under these Articles for such General Meeting or such adjourned meeting, as the case may be, is present when the meeting proceeds to business.

(b)

In the absence of contrary provisions in these Articles, the requisite quorum for any General Meeting shall be two or more Shareholders (not in default in payment of any sum referred to in Article 13 hereof), present in person or by proxy and holding shares conferring in the aggregate at least thirty-three and one-third percent (33⅓%) of the voting power of the Company, provided, however, that if (i) such General Meeting was initiated by and convened pursuant to a resolution adopted by the Board of Directors and (ii) at the time of such General Meeting the Company is qualified to use the forms of a “foreign private issuer” under US securities laws, then the requisite quorum of General Meetings shall be two or more Shareholders (not in default in payment of any sum referred to in Article 13 hereof) present in person or by proxy and holding shares conferring in the aggregate at least twenty-five percent (25%) of the voting power of the Company. A proxy may be deemed to be two (2) or more Shareholders pursuant to the number of Shareholders represented by the proxy holder.

(c)

If within half an hour from the time appointed for the meeting a quorum is not present, then without any further notice the meeting shall be adjourned either (i) to the same day in the next week, at the same time and place, (ii) to such day and at such time and place as indicated in the notice to such meeting, or (iii) to such day and at such time and place as the Chairman of the General Meeting shall determine (which may be earlier or later than the date pursuant to clause (i) above). No business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting as originally called. At such adjourned meeting, if the original meeting was convened upon requisition under Section 63 of the Companies Law, one or more shareholders, present in person or by proxy, and holding the number of shares required for making such requisition, shall constitute a quorum, but in any other case any shareholder (not in default as aforesaid) present in person or by proxy, shall constitute a quorum.

28.

CHAIRMAN OF GENERAL MEETING.

The Chairman of the Board of Directors, shall preside as Chairman of every General Meeting of the Company. If at any meeting the Chairman is not present within fifteen (15) minutes after the time fixed for holding the meeting or is unwilling to act as Chairman, any of the following may preside as Chairman of the meeting (and in the following order): Director, Chief Executive Officer, Chief Financial Officer, Secretary or any person designated by any of the foregoing. If at any such meeting none of the foregoing persons is present or all are unwilling to act as Chairman, the Shareholders present (in person or by proxy) shall choose a Shareholder or its proxy present at the meeting to be Chairman. The office of Chairman shall not, by itself, entitle the holder thereof to vote at any General Meeting nor shall it entitle such holder to a second or casting vote (without derogating, however, from the rights of such Chairman to vote as a shareholder or proxy of a shareholder if, in fact, he is also a shareholder or such proxy).

29.

ADOPTION OF RESOLUTIONS AT GENERAL MEETINGS.

(a)

Except as required by the Companies Law or these Articles, including, without limitation, Article 39 below, a resolution of the Shareholders shall be adopted if approved by the holders of a simple majority of the voting power represented at the General Meeting in person or by proxy and voting thereon, as one class, and disregarding abstentions from the count of the voting power present and voting. Without limiting the generality of the foregoing, a resolution with respect to a matter or action for which the Companies Law prescribes a higher majority or pursuant to which a provision requiring a higher majority would have been deemed to have been incorporated into these Articles, but for which the Law allows these Articles to provide otherwise (including, Section 327 and 24 of the Law), shall be adopted by a simple majority of the voting power represented at the General Meeting in person or by proxy and voting thereon, as one class, and disregarding abstentions from the count of the voting power present and voting.

(b)

Every question submitted to a General Meeting shall be decided by a show of hands, but the Chairman of the General Meeting may determine that a resolution shall be decided by a written ballot. A written ballot may be implemented before the proposed resolution is voted upon or immediately after the declaration by the Chairman of the results of the vote by a show of hands. If a vote by written ballot is taken after such declaration, the results of the vote by a show of hands shall be of no effect, and the proposed resolution shall be decided by such written ballot.

(c)

A declaration by the Chairman of the General Meeting that a resolution has been carried unanimously, or carried by a particular majority, or rejected, and an entry to that effect in the minute book of the Company, shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution.

30.

POWER TO ADJOURN.

(a)

A General Meeting, the consideration of any matter on its agenda or the resolution on any matter on its agenda, may be postponed or adjourned, from time to time and from place to place: (i) by the Chairman of a General Meeting at which a quorum is present (and he shall if so directed by the meeting, with the consent of the holders of a majority of the voting power represented in person or by proxy and voting on the question of adjournment), but no business shall be transacted at any such adjourned meeting except business which might lawfully have been transacted at the meeting as originally called, or a matter on its agenda with respect to which no resolution was adopted at the meeting originally called; or (ii) by the Board (whether prior to or at the General Meeting).

31.

VOTING POWER.

Subject to the provisions of Article 32(a) and to any provision hereof conferring special rights as to voting, or restricting the right to vote, every Shareholder shall have one vote for each share held by him of record, on every resolution, without regard to whether the vote thereon is conducted by a show of hands, by written ballot or by any other means.

32.

VOTING RIGHTS.

(a)

No shareholder shall be entitled to vote at any General Meeting (or be counted as a part of the quorum thereat), unless all calls then payable by him in respect of his shares in the Company have been paid.

(b)

A company or other corporate body being a Shareholder of the Company may duly authorize any person to be its representative at any meeting of the Company or to execute or deliver a proxy on its behalf. Any person so authorized shall be entitled to exercise on behalf of such Shareholder all the power, which the Shareholder could have exercised if it were an individual. Upon the request of the Chairman of the General Meeting, written evidence of such authorization (in form acceptable to the Chairman) shall be delivered to him.

(c)

Any Shareholder entitled to vote may vote either in person or by proxy (who need not be Shareholder of the Company), or, if the Shareholder is a company or other corporate body, by representative authorized pursuant to Article (b) above.

(d)

If two or more persons are registered as joint holders of any share, the vote of the senior who tenders a vote, in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s). For the purpose of this Article 32(d), seniority shall be determined by the order of registration of the joint holders in the Register of Shareholder.

(e)

If a Shareholder is a minor, under protection, bankrupt or legally incompetent, or in the case of a corporation, is in receivership or liquidation, such Shareholder may, subject to all other provisions of these Articles and any documents or records required to be provided under these Articles, vote through his, her or its trustee, receiver, liquidator, natural guardian or another legal guardian, as the case may be, and the persons listed above may vote in person or by proxy.

PROXIES

33.

INSTRUMENT OF APPOINTMENT.

(a)

An instrument appointing a proxy shall be in writing and shall be substantially in the following form:

“I		of
	(Name of Shareholder)		(Address of Shareholder)

Being a shareholder of CYBERARK SOFTWARE LTD. hereby appoints

		of
	(Name of Proxy)		(Address of Proxy)

as my proxy to vote for me and on my behalf at the General Meeting of the Company to be held on the ___________day of __________,__________ and at any adjournment(s) thereof.

Signed this________day of__________,______.

(Signature of Appointor)”

or in any usual or common form or in such other form as may be approved by the Board of Directors. Such proxy shall be duly signed by the appointor of such person's duly authorized attorney, or, if such appointor is company or other corporate body, in the manner in which it signs documents which binds it together with a certificate of an attorney with regard to the authority of the signatories.

(b)

Subject to the Companies Law, the original instrument appointing a proxy or a copy thereof certified by an attorney (and the power of attorney or other authority, if any, under which such instrument has been signed) shall be delivered to the Company (at its Office, at its principal place of business, or at the offices of its registrar or transfer agent, or at such place as notice of the meeting may specify) not less than forty eight (48) hours (or such shorter period as the notice shall specify) before the time fixed for such meeting. Notwithstanding the above, the Chairman shall have the right to waive the time requirement provided above with respect to all instruments of proxies and to accept any and all instruments of proxy until the beginning of a General Meeting. A document appointing a proxy shall be valid for every adjourned meeting of the General Meeting to which the document relates.

34.

EFFECT OF DEATH OF APPOINTOR OF TRANSFER OF SHARE AND OR REVOCATION OF APPOINTMENT.

(a)

A vote cast in accordance with an instrument appointing a proxy shall be valid notwithstanding the prior death or bankruptcy of the appointing shareholder (or of his attorney-in-fact, if any, who signed such instrument), or the transfer of the share in respect of which the vote is cast, unless written notice of such matters shall have been received by the Company or by the Chairman of such meeting prior to such vote being cast.

(b)

Subject to the Companies Law, an instrument appointing a proxy shall be deemed revoked (i) upon receipt by the Company or the Chairman, subsequent to receipt by the Company of such instrument, of written notice signed by the person signing such instrument or by the Shareholder appointing such proxy canceling the appointment thereunder (or the authority pursuant to which such instrument was signed) or of an instrument appointing a different proxy (and such other documents, if any, required under Article 33(b) for such new appointment), provided such notice of cancellation or instrument appointing a different proxy were so received at the place and within the time for delivery of the instrument revoked thereby as referred to in Article 33(b) hereof, or (ii) if the appointing shareholder is present in person at the meeting for which such instrument of proxy was delivered, upon receipt by the Chairman of such meeting of written notice from such shareholder of the revocation of such appointment, or if and when such shareholder votes at such meeting. A vote cast in accordance with an instrument appointing a proxy shall be valid notwithstanding the revocation or purported cancellation of the appointment, or the presence in person or vote of the appointing shareholder at a meeting for which it was rendered, unless such instrument of appointment was deemed revoked in accordance with the foregoing provisions of this Article 34(b) at or prior to the time such vote was cast.

BOARD OF DIRECTORS

35.

POWERS OF BOARD OF DIRECTORS.

(a)

The Board of Directors may exercise all such powers and do all such acts and things as the Board of Directors is authorized by law or as the Company is authorized to exercise and do and are not hereby or by law required to be exercised or done by the General Meeting. The authority conferred on the Board of Directors by this Article 35 shall be subject to the provisions of the Companies Law, these Articles and any regulation or resolution consistent with these Articles adopted from time to time at a General Meeting, provided, however, that no such regulation or resolution shall invalidate any prior act done by or pursuant to a decision of the Board of Directors which would have been valid if such regulation or resolution had not been adopted.

(b)

Without limiting the generality of the foregoing, the Board of Directors may, from time to time, set aside any amount(s) out of the profits of the Company as a reserve or reserves for any purpose(s) which the Board of Directors, in its absolute discretion, shall deem fit, including without limitation, capitalization and distribution of bonus shares, and may invest any sum so set aside in any manner and from time to time deal with and vary such investments and dispose of all or any part thereof, and employ any such reserve or any part thereof in the business of the Company without being bound to keep the same separate from other assets of the Company, and may subdivide or re-designate any reserve or cancel the same or apply the funds therein for another purpose, all as the Board of Directors may from time to time think fit.

36.

EXERCISE OF POWERS OF BOARD OF DIRECTORS.

(a)

A meeting of the Board of Directors at which a quorum is present shall be competent to exercise all the authorities, powers and discretion vested in or exercisable by the Board of Directors.

(b)

A resolution proposed at any meeting of the Board of Directors shall be deemed adopted if approved by a majority of the Directors present, entitled to vote and voting thereon when such resolution is put to a vote.

(c)

The Board of Directors may adopt resolutions, without convening a meeting of the Board of Directors, in writing or in any other manner permitted by the Companies Law.

(d)

The Board of Directors may hold meetings by use of any means of communication on the condition that all participating directors can hear each other at the same time.

37.

DELEGATION OF POWERS.

(a)

The Board of Directors may, subject to the provisions of the Companies Law, delegate any or all of its powers to committees (in these Articles referred to as a “Committee of the Board of Directors”, or “Committee”), each consisting of one or more persons (who may or may not be Directors), and it may from time to time revoke such delegation or alter the composition of any such Committee. No regulation imposed by the Board of Directors on any Committee and no resolution of the Board of Directors shall invalidate any prior act done or pursuant to a resolution by the Committee which would have been valid if such regulation or resolution of the Board had not been adopted. The meeting and proceedings of any such Committee of the Board of Directors shall, mutatis mutandis, be governed by the provisions herein contained for regulating the meetings of the Board of Directors, so far as not superseded by any regulations adopted by the Board of Directors. Unless otherwise expressly prohibited by the Board of Directors in delegating powers to a Committee of the Board of Directors, such Committee shall be empowered to further delegate such powers.

(b)

Without derogating from the provisions of Article 49, the Board of Directors may from time to time appoint a Secretary to the Company, as well as officers, agents, employees and independent contractors, as the Board of Directors deems fit, and may terminate the service of any such person. The Board of Directors may, subject to the provisions of the Companies Law, determine the powers and duties, as well as the salaries and compensation, of all such persons.

(c)

The Board of Directors may from time to time, by power of attorney or otherwise, appoint any person, company, firm or body of persons to be the attorney or attorneys of the Company at law or in fact for such purposes(s) and with such powers, authorities and discretions, and for such period and subject to such conditions, as it deems fit, and any such power of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board of Directors deems fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

38.

NUMBER OF DIRECTORS.

(a)

The Board of Directors shall consist of such number of Directors (not less than four (4) nor more than 9 (nine), including the External Directors, to the extent required by law) as may be fixed from time to time by the Board of Directors.

(b)

Notwithstanding anything to the contrary herein, this Article 38 may only be amended or replaced by a resolution adopted at a General Meeting by a majority of 65% of the voting power represented at the General Meeting in person or by proxy and voting thereon, disregarding abstentions from the count of the voting power present and voting.

39.

ELECTION AND REMOVAL OF DIRECTORS.

(a)

The Directors, excluding the External Directors, shall be classified, with respect to the term for which they each severally hold office, into three classes, as nearly equal in number as practicable, hereby designated as Class I, Class II and Class III. The Board of Directors may assign members of the Board of Directors already in office to such classes at the time such classification becomes effective.

(i) The term of office of the initial Class I directors shall expire at the first Annual General Meeting to be held in 2015 and when their successors are elected and qualified,

(ii) The term of office of the initial Class II directors shall expire at the first Annual General Meeting following the Annual General Meeting referred to in clause (i) above and when their successors are elected and qualified, and

(iii) The term of office of the initial Class III directors shall expire at the first Annual General Meeting following the Annual General Meeting referred to in clause (ii) above and when their successors are elected and qualified.

(b)

At each Annual General Meeting, commencing with the Annual General Meeting to be held in 2015, each of the successors elected to replace the Directors of a Class whose term shall have expired at such Annual General Meeting shall be elected to hold office until the third Annual General Meeting next succeeding his or her election and until his or her respective successor shall have been elected and qualified. Notwithstanding anything to the contrary, each Director shall serve until his or her successor is elected and qualified or until such earlier time as such Director's office is vacated.

(c)

If the number of Directors (excluding External Directors) that consists the Board of Directors is hereafter changed, any newly created directorships or decrease in directorships shall be so apportioned by the Board of Directors among the classes as to make all classes as nearly equal in number as is practicable, provided that no decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.

(d)

Prior to every General Meeting of the Company at which Directors are to be elected, and subject to clauses (a) and (h) of this Article, the Board of Directors (or a Committee thereof) shall select, by a resolution adopted by a majority of the Board of Directors (or such Committee), a number of Persons to be proposed to the Shareholders for election as Directors at such General Meeting (the “Nominees”).

(e)

Any Proposing Shareholder requesting to include on the agenda of a General Meeting a nomination of a Person to be proposed to the Shareholders for election as Director (such person, an “Alternate Nominee”), may so request provided that it complies with this Article 39(e) and Article 25 and applicable law. Unless otherwise determined by the Board, a Proposal Request relating to Alternate Nominee is deemed to be a matter that is appropriate to be considered only in an Annual General Meeting. In addition to any information required to be included in accordance with applicable law, such a Proposal Request shall include information required pursuant to Article 25, and shall also set forth: (i) the name, address, telephone number, fax number and email address of the Alternate Nominee and all citizenships and residencies of the Alternate Nominee; (ii) a description of all arrangements, relations or understandings between the Proposing Shareholder(s) or any of its affiliates and each Alternate Nominee; (iii) a declaration signed by the Alternate Nominee that he consents to be named in the Company’s notices and proxy materials relating to the General Meeting, if provided or published, and, if elected, to serve on the Board of Directors and to be named in the Company’s disclosures and filings, (iv) a declaration signed by each Alternate Nominee as required under the Companies Law and any other applicable law and stock exchange rules and regulations for the appointment of such an Alternate Nominee and an undertaking that all of the information that is required under law and stock exchange rules and regulations to be provided to the Company in connection with such an appointment has been provided (including, information in respect of the Alternate Nominee as would be provided in response to the applicable disclosure requirements under Form 20-F or any other applicable form prescribed by the U.S. Securities and Exchange Commission); (v) a declaration made by the Alternate Nominee of whether he meets the criteria for an independent director and/or External Director of the Company under the Companies Law and/or under any applicable law, regulation or stock exchange rules, and if not, then an explanation of why not; and (vi) any other information required at the time of submission of the Proposal Request by applicable law, regulations or stock exchange rules. In addition, the Proposing Shareholder shall promptly provide any other information reasonably requested by the Company. The Board of Directors may refuse to acknowledge the nomination of any person not made in compliance with the foregoing. The Company shall be entitled to publish any information provided by a Proposing Shareholder pursuant to this Article 39(e) and Article 25, and the Proposing Shareholder shall be responsible for the accuracy and completeness thereof.

(c)

The Nominees or Alternate Nominees shall be elected by a resolution adopted at the General Meeting at which they are subject to election.

(f)

Notwithstanding anything to the contrary herein, this Article 39 and Article 42(e) may only be amended, replaced or suspended by a resolution adopted at a General Meeting by a majority of 65% of the voting power represented at the General Meeting in person or by proxy and voting thereon, disregarding abstentions from the count of the voting power present and voting.

(g)

Notwithstanding anything to the contrary in these Articles, the election, qualification, removal or dismissal of External Directors shall be only in accordance with the applicable provisions set forth in the Companies Law.

40.

COMMENCEMENT OF DIRECTORSHIP.

Without derogating from Article 39, the term of office of a Director shall commence as of the date of his appointment or election, or on a later date if so specified in his appointment or election.

41.

CONTINUING DIRECTORS IN THE EVENT OF VACANCIES.

The Board may at any time and from time to time appoint any person as a Director to fill a vacancy (whether such vacancy is due to a Director no longer serving or due to the number of Directors serving being less than the maximum number stated in Article 38 hereof). In the event of one or more such vacancies in the Board of Directors, the continuing Directors may continue to act in every matter, provided, however, that if they number less than the minimum number provided for pursuant to Article 38 hereof, they may only act in an emergency or to fill the office of director which has become vacant up to a number equal to the minimum number provided for pursuant to Article 38 hereof, or in order to call a General Meeting of the Company for the purpose of electing Directors to fill any or all vacancies. The office of a Director that was appointed by the Board of Directors to fill any vacancy shall only be for the remaining period of time during which the Director whose service has ended was filled would have held office, or in case of a vacancy due to the number of Directors serving being less than the maximum number stated in Article 38 hereof the Board shall determine at the time of appointment the class pursuant to Article 39 to which the additional Director shall be assigned.

42.

VACATION OF OFFICE.

The office of a Director shall be vacated and he shall be dismissed or removed:

(a)

ipso facto, upon his death;

(b)

if he is prevented by applicable law from serving as a Director;

(c)

if the Board determines that due to his mental or physical state he is unable to serve as a director;

(d)

if his directorship expires pursuant to these Articles and/or applicable law;

(e)

by a resolution adopted at a General Meeting by a majority of 65% of the voting power represented at the General Meeting in person or by proxy and voting thereon, disregarding abstentions from the count of the voting power present and voting. Such removal shall become effective on the date fixed in such resolution;

(f)

by his written resignation, such resignation becoming effective on the date fixed therein, or upon the delivery thereof to the Company, whichever is later; or

(g)

with respect to an External Director, and notwithstanding anything to the contrary herein, only pursuant to applicable law.

43.

CONFLICT OF INTERESTS; APPROVAL OF RELATED PARTY TRANSACTIONS.

(a)

Subject to the provisions of the Companies Law and these Articles, no Director shall be disqualified by virtue of his office from holding any office or place of profit in the Company or in any company in which the Company shall be a shareholder or otherwise interested, or from contracting with the Company as vendor, purchaser or otherwise, nor shall any such contract, or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested, be avoided, nor, other than as required under the Companies Law, shall any Director be liable to account to the Company for any profit arising from any such office or place of profit or realized by any such contract or arrangement by reason only of such Director's holding that office or of the fiduciary relations thereby established, but the nature of his interest, as well as any material fact or document, must be disclosed by him at the meeting of the Board of Directors at which the contract or arrangement is first considered, if his interest then exists, or, in any other case, at no later than the first meeting of the Board of Directors after the acquisition of his interest.

44.

ALTERNATE DIRECTORS.

(a)

Subject to the provisions of the Companies Law, a Director may, by written notice to the Company, appoint, remove or replace any person as an alternate for himself; provided that the appointment of such person shall have effect only upon and subject to its being approved by the Board (in these Articles, an "Alternate Director"). Unless the appointing Director, by the instrument appointing an Alternate Director or by written notice to the Company, limits such appointment to a specified period of time or restricts it to a specified meeting or action of the Board of Directors, or otherwise restricts its scope, the appointment shall be for all purposes, and for a period of time concurrent with the term of the appointing Director.

(b)

Any notice to the Company pursuant to Article 44(a) shall be given in person to, or by sending the same by mail to the attention of the Chairman of the Board of Directors at the principal office of the Company or to such other person or place as the Board of Directors shall have determined for such purpose, and shall become effective on the date fixed therein, upon the receipt thereof by the Company (at the place as aforesaid) or upon the approval of the appointment by the Board, whichever is later.

(c)

An Alternate Director shall have all the rights and obligations of the Director who appointed him, provided however, that (i) he may not in turn appoint an alternate for himself (unless the instrument appointing him otherwise expressly provides), and (ii) an Alternate Director shall have no standing at any meeting of the Board of Directors or any Committee thereof while the Director who appointed him is present.

(d)

Any individual, who qualifies to be a member of the Board of Directors, may act as an Alternate Director. One person may not act as Alternate Director for several directors or if he is serving as a Director.

(e)

The office of an Alternate Director shall be vacated under the circumstances, mutatis mutandis, set forth in Article 42, and such office shall ipso facto be vacated if the office of the Director who appointed such Alternate Director is vacated, for any reason.

PROCEEDINGS OF THE BOARD OF DIRECTORS

45.

MEETINGS.

(a)

The Board of Directors may meet and adjourn its meetings and otherwise regulate such meetings and proceedings as the Directors think fit.

(b)

Any Director may at any time, and the Secretary, upon the request of such Director, shall, convene a meeting of the Board of Directors, but not less than five (5) days' notice shall be given of any meeting so convened, unless such notice is waived in writing by all of the Directors as to a particular meeting or unless the matters to be discussed at such meeting are of such urgency and importance that notice ought reasonably to be waived under the circumstances.

(c)

Notice of any such meeting shall be given in writing.

(d)

Notwithstanding anything to the contrary herein, failure to deliver notice to a director of any such meeting in the manner required hereby may be waived by such Director, and a meeting shall be deemed to have been duly convened notwithstanding such defective notice if such failure or defect is waived prior to action being taken at such meeting, by all Directors entitled to participate at such meeting to whom notice was not duly given as aforesaid. Without derogating from the foregoing, no Director present at any time during a meeting of the Board of Directors shall be entitled to seek the cancellation or invalidation of any proceedings or resolutions adopted at such meeting on account of any defect in the notice of such meeting relating to the date, time or the place thereof or the convening of the meeting.

46.

Q UORUM.

Until otherwise unanimously decided by the Board of Directors, a quorum at a meeting of the Board of Directors shall be constituted by the presence in person or by any means of communication of a majority of the Directors then in office who are lawfully entitled to participate and vote in the meeting. No business shall be transacted at a meeting of the Board of Directors unless the requisite quorum is present (in person or by any means of communication) when the meeting proceeds to business.

47.

CHAIRMAN OF THE BOARD OF DIRECTORS.

The Board of Directors shall, from time to time, elect one of its members to be the Chairman of the Board of Directors, remove such Chairman from office and appoint in his place. The Chairman of the Board of Directors shall preside at every meeting of the Board of Directors, but if there is no such Chairman, or if at any meeting he is not present within fifteen (15) minutes of the time fixed for the meeting or if he is unwilling to take the chair, the Directors present shall choose one of the Directors present at the meeting to be the Chairman of such meeting. The office of Chairman of the Board of Directors shall not, by itself, entitle the holder to a second or casting vote.

48.

VALIDITY OF ACTS DESPITE DEFECTS.

All acts done or transacted at any meeting of the Board of Directors, or of a Committee of the Board of Directors, or by any person(s) acting as Director(s), shall, notwithstanding that it may afterwards be discovered that there was some defect in the appointment of the participants in such meeting or any of them or any person(s) acting as aforesaid, or that they or any of them were disqualified, be as valid as if there were no such defect or disqualification.

CHIEF EXECUTIVE OFFICER

49.

CHIEF EXECUTIVE OFFICER.

(a)

The Board of Directors shall from time to time appoint one or more persons, whether or not Directors, as Chief Executive Officer of the Company and may confer upon such person(s), and from time to time modify or revoke, such titles and such duties and authorities of the Board of Directors as the Board of Directors may deem fit, subject to such limitations and restrictions as the Board of Directors may from time to time prescribe. Such appointment(s) may be either for a fixed term or without any limitation of time, and the Board of Directors may from time to time (subject to any additional approvals required under, and the provisions of, the Companies Law and of any contract between any such person and the Company) fix their salaries and compensation, remove or dismiss them from office and appoint another or others in his or their place or places.

(b)

Unless otherwise determined by the Board of Directors, the Chief Executive Officer shall have authority with respect of the management and operations of the Company in the ordinary course of business.

MINUTES

50.

MINUTES.

Any minutes of the General Meeting or the Board of Directors or any committee thereof, if purporting to be signed by the Chairman of the General Meeting, the Board or a committee thereof, as the case may be, or by the Chairman of the next succeeding General Meeting, meeting of the Board or meeting of a committee thereof, as the case may be, shall constitute prima facie evidence of the matters recorded therein.

DIVIDENDS

51.

DECLARATION OF DIVIDENDS.

The Board of Directors may from time declare, and cause the Company to pay, such dividend as may appear to the Board of Directors to be justified by the profits of the Company and as permitted by the Companies Law. The Board of Directors shall determine the time for payment of such dividends and the record date for determining the shareholders entitled thereto.

52.

AMOUNT PAYABLE BY WAY OF DIVIDENDS.

(a)

Subject to the provisions of these Articles and subject to the rights or conditions attached at that time to any share in the capital of the Company granting preferential, special or deferred rights or not granting any rights with respect to dividends, any dividend paid by the Company shall be allocated among the shareholders (not in default in payment of any sum referred to in Article 13 hereof) entitled thereto in proportion to their respective holdings of the shares in respect of which such dividends are being paid.

(b)

Whenever the rights attached to any shares or the terms of issue of the shares do not provide otherwise, shares which are fully paid up or which are credited as fully or partly paid within any period which in respect thereof dividends are paid shall entitle the holders thereof to a dividend in proportion to the amount paid up or credited as paid up in respect of the nominal value of such shares and to the date of payment thereof (pro rata temporis).

53.

INTEREST.

No dividend shall carry interest as against the Company.

54.

PAYMENT IN SPECIE.

Upon the Board of Directors may determine that the Company (i) may cause any moneys, investments, or other assets forming part of the undivided profits of the Company, standing to the credit of a reserve fund, or to the credit of a reserve fund for the redemption of capital, or in the hands of the Company and available for dividends, or representing premiums received on the issuance of shares and standing to the credit of the share premium account, to be capitalized and distributed among such of the shareholders as would be entitled to receive the same if distributed by way of dividend and in the same proportion, on the footing that they become entitled thereto as capital, or may cause any part of such capitalized fund to be applied on behalf of such shareholders in paying up in full, either at par or at such premium as the resolution may provide, any unissued shares or debentures or debenture stock of the Company which shall be distributed accordingly, in payment, in full or in part, of the uncalled liability on any issued shares or debentures or debenture stock; and (ii) may cause such distribution or payment to be accepted by such shareholders in full satisfaction of their interest in the said capitalized sum.

55.

IMPLEMENTATION OF POWERS.

For the purpose of giving full effect to any resolution under Article 54, and without derogating from the provisions of Article 56 hereof, the Board of Directors may settle any difficulty which may arise in regard to the distribution as it thinks expedient, and, in particular, may fix the value for distribution of any specific assets and may determine that cash payments shall be made to any shareholders upon the footing of the value so fixed, or that fractions of less value than a certain determined value may be disregarded in order to adjust the rights of all parties, and may vest any such cash, shares, debentures, debenture stock or specific assets in trustees upon such trusts for the persons entitled to the dividend or capitalized fund as may seem expedient to the Board of Directors. Where requisite, a proper contract shall be filed in accordance with Section 291 of the Companies Law, and the Board of Directors may appoint any person to sign such contract on behalf of the persons entitled to the dividend or capitalized fund.

56.

DEDUCTIONS FROM DIVIDENDS.

The Board of Directors may deduct from any dividend or other moneys payable to any Shareholder in respect of a share any and all sums of money then payable by him to the Company on account of calls or otherwise in respect of shares of the Company and/or on account of any other matter of transaction whatsoever.

57.

RETENTION OF DIVIDENDS.

(a)

The Board of Directors may retain any dividend or other moneys payable or property distributable in respect of a share on which the Company has a lien, and may apply the same in or toward satisfaction of the debts, liabilities, or engagements in respect of which the lien exists.

(b)

The Board of Directors may retain any dividend or other moneys payable or property distributable in respect of a share in respect of which any person is, under Articles 21 or 22, entitled to become a Shareholder, or which any person is, under said Articles, entitled to transfer, until such person shall become a Shareholder in respect of such share or shall transfer the same.

58.

UNCLAIMED DIVIDENDS.

All unclaimed dividends or other moneys payable in respect of a share may be invested or otherwise made use of by the Board of Directors for the benefit of the Company until claimed. The payment by the Directors of any unclaimed dividend or such other moneys into a separate account shall not constitute the Company a trustee in respect thereof, and any dividend unclaimed after a period of seven (7) years from the date of declaration of such dividend, and any such other moneys unclaimed after a like period from the date the same were payable, shall be forfeited and shall revert to the Company, provided, however, that the Board of Directors may, at its discretion, cause the Company to pay any such dividend or such other moneys, or any part thereof, to a person who would have been entitled thereto had the same not reverted to the Company. The principal (and only the principal) of any unclaimed dividend of such other moneys shall be if claimed, paid to a person entitled thereto.

59.

MECHANICS OF PAYMENT.

Any dividend or other moneys payable in cash in respect of a share may be paid by check or warrant sent through the post to, or left at, the registered address of the person entitled thereto or by transfer to a bank account specified by such person (or, if two or more persons are registered as joint holders of such share or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, to the joint holder whose name is registered first in the Register of Shareholders or his bank account or the person who the Company may then recognize as the owner thereof or entitled thereto under Article 21 or 22hereof, as applicable, or such person's bank account), or to such person and at such other address as the person entitled thereto may by writing direct, or in any other manner the Board deems appropriate. Every such check or warrant or other method of payment shall be made payable to the order of the person to whom it is sent, or to such person as the person entitled thereto as aforesaid may direct, and payment of the check or warrant by the banker upon whom it is drawn shall be a good discharge to the Company.

60.

RECEIPT FROM A JOINT HOLDER.

If two or more persons are registered as joint holders of any share, or are entitled jointly thereto in consequence of the death or bankruptcy of the holder or otherwise, any one of them may give effectual receipts for any dividend or other moneys payable or property distributable in respect of such share.

ACCOUNTS

61.

BOOKS OF ACCOUNT.

The Company's books of account shall be kept at the Office of the Company, or at such other place or places as the Board of Directors may think fit, and they shall always be open to inspection by all Directors. No shareholder, not being a Director, shall have any right to inspect any account or book or other similar document of the Company, except as conferred by law or authorized by the Board of Directors. The Company shall make copies of its annual financial statements available for inspection by the shareholders at the principal offices of the Company. The Company shall not be required to send copies of its annual financial statements to shareholders.

62.

AUDITORS.

The appointment, authorities, rights and duties of the auditor(s) of the Company, shall be regulated by applicable law, provided, however, that in exercising its authority to fix the remuneration of the auditor(s), the shareholders in General Meeting may act (and in the absence of any action in connection therewith shall be deemed to have so acted) to authorize the Board of Directors (with right of delegation to management) to fix such remuneration subject to such criteria or standards, and if no such criteria or standards are so provided, such remuneration shall be fixed in an amount commensurate with the volume and nature of the services rendered by such auditor(s).

SUPPLEMENTARY REGISTERS

63.

SUPPLEMENTARY REGISTERS.

Subject to and in accordance with the provisions of Sections 138 and 139 of the Companies Law, the Company may cause supplementary registers to be kept in any place outside Israel as the Board of Directors may think fit, and, subject to all applicable requirements of law, the Board of Directors may from time to time adopt such rules and procedures as it may think fit in connection with the keeping of such branch registers.

EXEMPTION, INDEMNITY AND INSURANCE

64.

INSURANCE.

Subject to the provisions of the Companies Law with regard to such matters, the Company may enter into a contract for the insurance of the liability, in whole or in part, of any of its Office Holders imposed on such Office Holder due to an act performed by the Office Holder in the Office Holder’s capacity as an Office Holder of the Company arising from any matter permitted by law, including the following:

(a)

a breach of duty of care to the Company or to any other person;

(b)

a breach of his fiduciary duty to the Company, provided that the Office Holder acted in good faith and had reasonable grounds to assume that act that resulted in such breach would not prejudice the interests of the Company;

(c)

a financial liability imposed on such Office Holder in favor of any other person; and

(d)

any other event, occurrence, matters or circumstances under any law with respect to which the Company may, or will be able to, insure an Office Holder, and to the extent such law requires the inclusion of a provision permitting such insurance in these Articles, then such provision is deemed to be included and incorporated herein by reference (including, without limitation, in accordance with Section 56h(b)(1) of the Securities Law, if and to the extent applicable, and Section 50P of the RTP Law).

65.

INDEMNITY.

(a)

Subject to the provisions of the Companies Law, the Company may retroactively indemnify an Office Holder of the Company with respect to the following liabilities and expenses, provided that such liabilities or expenses were imposed on such Office Holder or incurred by such Office Holder due to an act performed by the Office Holder in such Office Holder's capacity as an Office Holder of the Company:

(i) a financial liability imposed on an Office Holder in favor of another person by any court judgment, including a judgment given as a result of a settlement or an arbitrator’s award which has been confirmed by a court in respect of an act performed by the Office Holder;

(ii) reasonable litigation expenses, including attorneys’ fees, expended by the Office Holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, or in connection with a financial sanction, provided that (1) no indictment (as defined in the Companies Law) was filed against such office holder as a result of such investigation or proceeding; and (2) no financial liability in lieu of a criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding or if such financial liability was imposed, it was imposed with respect to an offence that does not require proof of criminal intent;

(iii) reasonable litigation costs, including attorney’s fees, expended by an Office Holder or which were imposed on an Office Holder by a court in proceedings filed against the Office Holder by the Company or in its name or by any other person or in a criminal charge in respect of which the Office Holder was acquitted or in a criminal charge in respect of which the Office Holder was convicted for an offence which did not require proof of criminal intent; and

(iv) any other event, occurrence, matter or circumstances under any law with respect to which the Company may, or will be able to, indemnify an Office Holder, and to the extent such law requires the inclusion of a provision permitting such indemnity in these Articles, then such provision is deemed to be included and incorporated herein by reference (including, without limitation, in accordance with Section 56h(b)(1) of the Israeli Securities Law, if and to the extent applicable, and Section 50P(b)(2) of the RTP Law).

(b)

Subject to the provisions of the Companies Law, the Company may undertake to indemnify an Office Holder, in advance, with respect to those liabilities and expenses described in the following Articles:

(i)

Sub-Article 65(a)(ii) to 65(a)(iv); and

(ii)

Sub-Article 65(a)(i), provided that:

(1) the undertaking to indemnify is limited to such events which the Directors shall deem to be likely to occur in light of the operations of the Company at the time that the undertaking to indemnify is made and for such amounts or criterion which the Directors may, at the time of the giving of such undertaking to indemnify, deem to be reasonable under the circumstances; and

(2) the undertaking to indemnify shall set forth such events which the Directors shall deem to be likely to occur in light of the operations of the Company at the time that the undertaking to indemnify is made, and the amounts and/or criterion which the Directors may, at the time of the giving of such undertaking to indemnify, deem to be reasonable under the circumstances.

66.

EXEMPTION.

Subject to the provisions of the Companies Law, the Company may exempt and release, in advance, any Office Holder from any liability for damages arising out of a breach of a duty of care towards the Company.

67.

GENERAL.

(a)

Any amendment to the Companies Law adversely affecting the right of any Office Holder to be indemnified or insured pursuant to Articles 64 to 66 and any amendments to Articles 64 to 66 shall be prospective in effect, and shall not affect the Company’s obligation or ability to indemnify or insure an Office Holder for any act or omission occurring prior to such amendment, unless otherwise provided by applicable law.

(b)

The provisions of Articles 64 to 66 (i) shall apply to the maximum extent permitted by law (including, the Companies Law, the Securities Law and the RTP Law); and (ii) are not intended, and shall not be interpreted so as to restrict the Company, in any manner, in respect of the procurement of insurance and/or in respect of indemnification (whether in advance or retroactively) and/or exemption, in favor of any person who is not an Office Holder, including, without limitation, any employee, agent, consultant or contractor of the Company who is not an Office Holder; and/or any Office Holder to the extent that such insurance and/or indemnification is not specifically prohibited under law.

WINDING UP

68.

WINDING UP.

If the Company is wound up, then, subject to applicable law and to the rights of the holders of shares with special rights upon winding up, the assets of the Company available for distribution among the shareholders shall be distributed to them in proportion to the nominal value of their respective holdings of the shares in respect of which such distribution is being made.

NOTICES

69.

NOTICES.

(a)

Any written notice or other document may be served by the Company upon any shareholder either personally, by facsimile, email or other electronic transmission, or by sending it by prepaid mail (airmail if sent internationally) addressed to such shareholder at his address as described in the Register of Shareholders or such other address as he may have designated in writing for the receipt of notices and other documents.

(b)

Any written notice or other document may be served by any shareholder upon the Company by tendering the same in person to the Secretary or the Chief Executive Officer of the Company at the principal office of the Company, by facsimile transmission, or by sending it by prepaid registered mail (airmail if posted outside Israel) to the Company at its Office.

(c)

Any such notice or other document shall be deemed to have been served:

(i) in the case of mailing, forty-eight (48) hours after it has been posted, or when actually received by the addressee if sooner than forty-eight hours after it has been posted, or

(ii) in the case of overnight air courier, on the next business day following the day sent, with receipt confirmed by the courier, or when actually received by the addressee if sooner than three business days after it has been sent;

(iii)

in the case of personal delivery, when actually tendered in person, to such addressee.

(iv) in the case of facsimile, email or other electronic transmission, the on the first business day (during normal business hours in place of addressee) on which the sender receives automatic electronic confirmation by the addressee’s facsimile machine that such notice was received by the addressee or delivery confirmation from the addressee’s email or other communication server.

(d)

If a notice is, in fact, received by the addressee, it shall be deemed to have been duly served, when received, notwithstanding that it was defectively addressed or failed, in some other respect, to comply with the provisions of this Article 69.

(e)

All notices to be given to the shareholders shall, with respect to any share to which persons are jointly entitled, be given to whichever of such persons is named first in the Register of Shareholders, and any notice so given shall be sufficient notice to the holders of such share.

(f)

Any shareholder whose address is not described in the Register of Shareholders, and who shall not have designated in writing an address for the receipt of notices, shall not be entitled to receive any notice from the Company.

(g)

Notwithstanding anything to the contrary contained herein, notice by the Company of a General Meeting, containing the information required by applicable law and these Articles to be set forth therein, which is published, within the time otherwise required for giving notice of such meeting, in:

(i) at least two daily newspapers in the State of Israel shall be deemed to be notice of such meeting duly given, for the purposes of these Articles, to any shareholder whose address as registered in the Register of Shareholders (or as designated in writing for the receipt of notices and other documents) is located in the State of Israel; and

(ii) one daily newspaper in the City of New York and in one international wire service shall be deemed to be notice of such meeting duly given, for the purposes of these Articles, to any shareholder whose address as registered in the Register of Shareholders (or as designated in writing for the receipt of notices and other documents) is located outside the State of Israel.

(h)

The mailing or publication date and the date of the meeting shall be counted as part of the days comprising any notice period.

FORUM FOR ADJUDICATION OF DISPUTES

70.

FORUM FOR ADJUDICATION OF DISPUTES

(a)

Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States, shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the U.S. Securities Act of 1933, as amended, including all causes of action asserted against any defendant to such complaint. For the avoidance of doubt, this provision is intended to benefit and may be enforced by the Company, its officers and directors, the underwriters to any offering giving rise to such complaint, and any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering. The foregoing provisions of this Article 70 shall not apply to causes of action arising under the U.S. Securities Exchange Act of 1934, as amended.

(b)

Unless the Company consents in writing to the selection of an alternative forum, the competent courts in Tel Aviv, Israel shall be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s shareholders, or (iii) any action asserting a claim arising pursuant to any provision of the Companies Law or the Securities Law.

(c)

Any person or entity purchasing or otherwise acquiring or holding any interest in shares of the Company shall be deemed to have notice of and consented to the provisions of this Article.

Exhibit 5.1

October 22, 2024

CyberArk Software Ltd.

9 Hapsagot St.

Park Ofer 2, P.O. Box 3143

Petach Tikva 4951041, Israel

Re: Resale Offering – Ordinary Shares on Form F-3 Registration Statement

Ladies and Gentlemen:

We have acted as Israeli counsel for CyberArk Software Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with the offering of up to 2,285,076 ordinary shares of the Company, par value NIS 0.01 per share (each, an “Ordinary Share” and collectively the “Shares”) by Triton Seller, LP (f/k/a Venafi Parent, LP) and its permitted transferees (collectively, the “Selling Shareholder”). The Shares are being offered pursuant to a registration statement on Form F-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on the date hereof under the Securities Act of 1933, as amended (the “Securities Act”) and the related prospectus which forms a part of and is included in the Registration Statement (the “Prospectus”).

This opinion letter is rendered pursuant to Items 601(b)(5) and (b)(23) of Regulation S-K promulgated under the Securities Act.

In connection herewith, we have examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the Prospectus; (iii) Registration Rights Agreement by and between the Company and the Selling Shareholder, dated October 1, 2024; (iv) the articles of association of the Company, as amended and as currently in effect (the “Articles”); (v) resolution(s) of the board of directors of the Company (the “Board”) that relate to the (A) Agreement and Plan of Merger by and between the Company, the Selling Shareholder and the other parties listed therein, dated as of May 19, 2024 (the “Merger Agreement”) and (B) the Registration Statement, and the actions to be taken in connection thereto; and (vi) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. We have also made inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, confirmed as photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

Based upon and subject to the foregoing, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.

Members of our firm are admitted to the Bar in the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. In rendering our opinion, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency. This opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder, or Item 509 of the Commission’s Regulation S-K promulgated under the Securities Act.

This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the date of the Registration Statement that may alter, affect or modify the opinions expressed herein.

	Very truly yours,

	/s/ Meitar Law Offices
	Meitar Law Offices

Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT

Dated as of October 1, 2024

TABLE OF CONTENTS

Page

ARTICLE I REGISTRATION			2
	1.1	Piggyback Registrations	3
	1.2	Shelf Registration Statement	4
	1.3	Withdrawal Rights	5
	1.4	Holdback Agreements	5
	1.5	Registration Procedures	6
	1.6	Registration Expenses	10
	1.7	Miscellaneous	10
	1.8	Registration Indemnification	11
	1.9	Company Financial Statements	13
	1.10	Restrictions on Sales	13

ARTICLE II DEFINITIONS			13
	2.1	Defined Terms	13
	2.2	Interpretation	16

ARTICLE III MISCELLANEOUS			16
	3.1	Term	16
	3.2	Notices	17
	3.3	Amendments and Waivers	17
	3.4	Assigns and Transferees	18
	3.5	Severability	18
	3.6	Counterparts	18
	3.7	Entire Agreement	18
	3.8	APPLICABLE LAW; JURISDICTION OF DISPUTES	18
	3.9	WAIVER OF JURY TRIAL	19
	3.10	Specific Performance	19
	3.11	No Third Party Beneficiaries	19
	3.12	No Recourse	19

REGISTRATION RIGHTS AGREEMENT, dated as of October 1, 2024 (this “Agreement”), between CyberArk Software Ltd., a company incorporated under the Laws of the State of Israel (“Parent”), and Triton Seller, LP (f/k/a Venafi Parent, LP), a Delaware limited partnership (the “Seller”).

W I T N E S S E T H:

ARTICLE I

REGISTRATION

1.1 Piggyback Registrations.

1.2 Shelf Registration Statement.

(d) At any time that a Shelf Registration Statement is effective, if the Seller delivers a notice to Parent (a “Take-Down Notice”) stating that the Seller intends to sell a Registrable Amount of Registrable Securities on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), Parent shall, as promptly as practicable, and in a manner reasonably agreed with the Seller, amend or supplement the Shelf Registration Statement as Parent reasonably believes is necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering. The Seller shall have the right to request only two (2) Shelf Offerings pursuant to this Section 1.2(d) and (i) any Marketed Underwritten Shelf Offering shall be subject to the provisions of Section 1.2(e) and (ii) the Seller cannot effect any Non‑Marketed Underwritten Shelf Offering within 30 days of any other Underwritten Offering. Seller shall have the right to select the underwriter(s) for any Underwritten Offering conducted pursuant to a Take-Down Notice (which shall consist of one or more reputable nationally recognized investment banks), subject to Parent’s prior approval (which shall not be unreasonably withheld, conditioned or delayed).

1.5 Registration Procedures.

(iii) if requested by the lead managing underwriter(s), if any, or the Seller, promptly include in a prospectus supplement or post-effective amendment such information as the lead managing underwriter(s), if any, and the Seller may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such prospectus supplement or such post‑effective amendment as soon as reasonably practicable after Parent has received such request; provided, however, that Parent shall not be required to take any actions under this Section 1.5(a)(iii) that are not, in the opinion of counsel for Parent, in compliance with Applicable Law;

(v) use reasonable best efforts to cause such Registrable Securities to be listed on the NASDAQ Stock Market.

(viii) use reasonable best efforts to obtain for the underwriter(s) (A) opinion of counsel for Parent, covering the matters customarily covered in corporate opinions and negative assurance letters requested in Underwritten Offerings and (B) ”comfort” letter and updates thereof (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort” letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent public accountants who have certified Parent’s financial statements and, to the extent required, any other financial statements included in such registration statement, covering the matters customarily covered in “comfort” letters in connection with Underwritten Offerings;

(xii) cooperate with each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA; and

(d) With a view to making available to the Seller the benefits of Rule 144 under the Securities Act, Parent shall:

(i) use reasonable best efforts to make and keep public information available, as those terms are defined in Rule 144 under the Securities Act;

(iv) otherwise use commercial reasonable efforts to provide Seller with such customary assistance as is reasonably requested.

1.7 Miscellaneous.

1.8 Registration Indemnification.

(e) The indemnification provided for under this Agreement shall survive the sale of the Registrable Securities and the termination of this Agreement.

ARTICLE II

DEFINITIONS