SoundHound AI Acquires LivePerson - Merger Agreement, April 2026

EX-2.1 2 ea028711701ex2-1.htm MERGER AGREEMENT, DATED AS OF APRIL 21, 2026, BY AND AMONG SOUNDHOUND AI, INC., LIGHTSPEED MERGER SUB INC. AND LIVEPERSON, INC Exhibit
2.1

Execution Version

MERGER
AGREEMENT

by
and among

soundhound
ai, inc.,

lightspeed
merger sub inc.,

AND

LIVEPERSON,
INC.

Dated
as of APRIL 21, 2026

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TABLE OF CONTENTS

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| Page |
| Article 1 The Merger | | 2 |

| 1.1 | The Merger | 2 |
| 1.2 | Closing and Effective Time of the Merger | 3 |

| Article 2 Conversion of Securities IN THE MERGER | | 3 |

| 2.1 | Conversion of Securities | 3 |
| 2.2 | Payment for Securities; Surrender of Certificates | 4 |
| 2.3 | Distributions with Respect to Unexchanged Shares | 8 |
| 2.4 | Fractional Shares | 8 |
| 2.5 | Further Assurances | 8 |
| 2.6 | Treatment of Company Equity Awards | 8 |
| 2.7 | Treatment of Company Warrants | 11 |
| 2.8 | Estimated Closing Statement | 11 |
| 2.9 | Withholding Rights | 11 |
| 2.10 | Tax Treatment | 11 |

| Article 3 Representations and Warranties of the Company | | 12 |

| 3.1 | Organization and Qualification; Subsidiaries | 12 |
| 3.2 | Capitalization | 13 |
| 3.3 | Authority | 14 |
| 3.4 | No Conflict | 15 |
| 3.5 | Required Filings and Consents | 15 |
| 3.6 | Compliance With Law | 16 |
| 3.7 | SEC Filings; Financial Statements | 16 |
| 3.8 | Absence of Certain Changes or Events | 17 |
| 3.9 | Employee Benefit Plans | 18 |
| 3.10 | Labor and Other Employment Matters | 20 |
| 3.11 | Contracts | 23 |
| 3.12 | Permits | 26 |
| 3.13 | Litigation | 26 |
| 3.14 | Environmental Matters | 27 |
| 3.15 | Intellectual Property | 27 |
| 3.16 | Data Privacy and Security | 30 |
| 3.17 | Tax Matters | 31 |
| 3.18 | Real Property; Title to Assets | 34 |
| 3.19 | Anti-Corruption | 34 |
| 3.20 | International Trade | 35 |
| 3.21 | Opinion of Financial Advisor | 36 |
| 3.22 | Information Supplied | 36 |
| 3.23 | Takeover Statutes | 36 |
| 3.24 | Related Party Transactions | 37 |
| 3.25 | Insurance | 37 |
| 3.26 | Brokers | 37 |
| 3.27 | No Other Representations or Warranties | 37 |

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| Article 4 Representations and Warranties of Parent and MERGER SUB | | 38 |

| 4.1 | Organization and Qualification | 38 |
| 4.2 | Authority | 38 |
| 4.3 | No Conflict | 38 |
| 4.4 | Required Filings and Consents | 39 |
| 4.5 | SEC Filings; Financial Statements | 39 |
| 4.6 | Information Supplied | 40 |
| 4.7 | Takeover Statutes | 41 |
| 4.8 | Ownership of Merger Sub | 41 |
| 4.9 | Valid Issuance | 41 |
| 4.10 | Brokers | 41 |
| 4.11 | No Other Representations and Warranties | 41 |

| Article 5 Conduct of the company | | 42 |

| 5.1 | Conduct of Business by the Company Pending the Closing | 42 |

| Article 6 Additional Covenants of the Parties | | 47 |

| 6.1 | Preparation of Proxy Statement/Prospectus and Registration Statement; Company Stockholder Meeting | 47 |
| 6.2 | Access to Information; Confidentiality | 49 |
| 6.3 | Company Non-Solicitation | 50 |
| 6.4 | Appropriate Action; Consents; Filings | 54 |
| 6.5 | Certain Notices | 56 |
| 6.6 | Stockholder Litigation | 56 |
| 6.7 | Public Announcements | 56 |
| 6.8 | Employee Benefit Matters | 57 |
| 6.9 | Indemnification of Directors and Officers | 58 |
| 6.10 | Section 16 Matters | 59 |
| 6.11 | Listing Matters | 59 |
| 6.12 | Takeover Statutes | 60 |
| 6.13 | Tax Benefits Preservation Plan | 60 |
| 6.14 | Cooperation as to Integration | 60 |
| 6.15 | Repayment of 2026 Notes; Note Restructuring Transactions | 61 |
| 6.16 | Director Resignations | 61 |

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| Article 7 Conditions to Consummation of the Merger | | 62 |

| 7.1 | Conditions to Obligations of Each Party Under This Agreement | 62 |
| 7.2 | Additional Conditions to Obligations of Parent and Merger Sub | 62 |
| 7.3 | Additional Conditions to Obligations of the Company | 63 |

| Article 8 Termination, Amendment and Waiver | | 64 |

| 8.1 | Termination | 64 |
| 8.2 | Effect of Termination | 66 |
| 8.3 | Company Termination Fee | 66 |

| Article 9 General Provisions | | 68 |

| 9.1 | Non-Survival of Representations and Warranties | 68 |
| 9.2 | Fees and Expenses | 68 |
| 9.3 | Notices | 68 |
| 9.4 | Certain Definitions | 69 |
| 9.5 | Terms Defined Elsewhere | 83 |
| 9.6 | Headings | 86 |
| 9.7 | Entire Agreement | 86 |
| 9.8 | Assignment | 86 |
| 9.9 | Severability | 86 |
| 9.10 | No Third Party Beneficiaries | 86 |
| 9.11 | Mutual Drafting; Interpretation | 87 |
| 9.12 | Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury | 87 |
| 9.13 | Counterparts | 88 |
| 9.14 | Specific Performance | 89 |
| 9.15 | Modification or Amendment | 89 |
| 9.16 | Extension; Waiver | 89 |

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MERGER AGREEMENT

This MERGER AGREEMENT, dated
as of April 21, 2026 (this “ Agreement ”), is by and among SoundHound AI, Inc., a Delaware corporation (the “ Parent ”),
Lightspeed Merger Sub Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“ Merger Sub ”
and, together with Parent, the “ Parent Parties ”), and LivePerson, Inc., a Delaware corporation (the “ Company ”).
All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 9.4 or as otherwise defined
elsewhere in this Agreement unless the context clearly indicates otherwise.

RECITALS

A. The
parties intend that, on the terms and subject to the conditions set forth in this Agreement, Merger Sub be merged with and into the Company
(the “ Merger ”), with the Company continuing as the surviving corporation in the Merger (the “ Surviving Corporation ”)
as an indirect wholly owned Subsidiary of Parent in accordance with the applicable provisions of the General Corporation Law of the State
of Delaware (the “ DGCL ”), pursuant to which each share of common stock, par value $0.001 per share, of the Company
(“ Company Common Stock ”) issued and outstanding immediately prior to the Effective Time (other than Company Cancelled
Shares) shall be converted automatically into the right to receive the Per Share Merger Consideration;

B. The
Board of Directors of the Company (the “ Company Board ”) has unanimously, upon the terms and subject to the conditions
set forth herein, (i) determined that the transactions contemplated by this Agreement, including the Merger, are advisable, fair
to and in the best interests of the Company and its stockholders, (ii) approved, adopted and declared advisable this Agreement and
the transactions contemplated hereby, including the Merger and (iii) determined to recommend that the Company’s stockholders adopt
this Agreement (collectively, the “ Company Board Recommendation ”);

C. The
Board of Directors of Parent (the “ Parent Board ”) has, upon the terms and subject to the conditions set forth herein,
(i) determined that the transactions contemplated by this Agreement, including the Merger and the Parent Share Issuance, are advisable,
fair to and in the best interests of Parent and its stockholders and (ii) approved, adopted and declared advisable this Agreement
and the transactions contemplated hereby, including the Merger and the Parent Share Issuance;

D. The
Board of Directors of Merger Sub has, upon the terms and subject to the conditions set forth herein, (i) determined that the transactions
contemplated by this Agreement, including the Merger, are advisable, fair to, and in the best interests of Merger Sub and its sole stockholder
and (ii) approved, adopted and declared advisable this Agreement and the transactions contemplated hereby, including the Merger;
and

E. Concurrently
with the execution of this Agreement, each holder of Secured Notes and Parent are entering into a Notes Restructuring Agreement (the “ Notes
Restructuring Agreement ” and the transactions contemplated by the Notes Restructuring Agreement, the “ Notes Restructuring
Transactions ”), pursuant to which, among other actions and matters, such holders have agreed to release and deem satisfied in
full the Secured Notes for the consideration contemplated thereby.

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AGREEMENT

NOW, THEREFORE, in consideration
of the foregoing, and the covenants, premises, representations and warranties and agreements contained in this Agreement and for other
good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties
agree as follows:

Article
1
The Merger

1.1 The Merger.
Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement and in accordance with the
applicable provisions of the DGCL:

(a)  At
the Effective Time, Merger Sub shall merge with and into the Company, the separate corporate existence of Merger Sub shall cease and the
Company shall continue as the Surviving Corporation. Immediately following the Effective Time, the Surviving Corporation shall be a direct
wholly owned Subsidiary of Lightspeed Merger Sub Holdco, Inc., a Delaware corporation (“ Intermediate Sub ”), which is
a direct wholly owned Subsidiary of SoundHound, Inc., a Delaware corporation, which is a direct wholly owned Subsidiary of Parent. The
Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from
and after the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub
shall vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts,
liabilities and duties of the Surviving Corporation.

(b)  At
the Effective Time, by virtue of the Merger and without any action by the Company, Parent, Merger Sub or any other Person, the certificate
of incorporation and the bylaws of the Surviving Corporation shall be amended to be identical to the certificate of incorporation and
bylaws of Merger Sub (except that the name of the Surviving Corporation shall not be changed), as in effect immediately prior to the Effective
Time.

(c)  The
directors of Merger Sub serving in such positions immediately prior to the Effective Time shall become, as of the Effective Time, the
directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving
Corporation until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation
or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of the Company serving
in such positions immediately prior to the Effective Time shall become, effective as of the Effective Time, the officers of the Surviving
Corporation, each until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation
or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

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1.2 Closing and
Effective Time of the Merger.

(a) The
closing of the Merger (the “ Closing ”) shall take place remotely by electronic exchange of executed documents at 9:00
a.m., New York City time, as soon as practicable (and, in any event, within five (5) Business Days) after satisfaction or, to the extent
permitted hereunder, waiver of all of the applicable conditions set forth in Article 7 (other than those conditions that by their
nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions at the Closing), or at such other
time and place as the parties shall agree in writing. The date and time at which the Closing occurs is referred to herein as the “ Closing
Date ”.

(b) On
the Closing Date, Parent, Merger Sub and the Company shall cause a certificate of merger (the “ Certificate of Merger ”)
to be executed and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and
shall make all other filings or recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger
has been duly filed with the Secretary of State of the State of Delaware, or at such other date and time as is agreed upon by the parties
and specified in the Certificate of Merger in accordance with the DGCL (such time as the Merger becomes effective, the “ Effective
Time ”).

Article
2
Conversion of Securities IN THE MERGER

2.1 Conversion of
Securities.

(a) At
the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any
capital stock of the Company, Parent, or Merger Sub:

(i) Each
share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Company Cancelled Shares) shall
be automatically converted into the right to receive the Per Share Merger Consideration.

(ii) All shares of Company Common Stock (other than any Company Cancelled Shares) shall cease to be outstanding and shall be automatically
cancelled and shall cease to exist and, as of the Effective Time, each holder of record of shares of Company Common Stock shall cease
to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration pursuant to Section 2.1(a)(i) and in accordance with Section 2.2 (together with any dividends or other distributions (if any) or any cash payment (if any) that
the holder thereof has the right to receive pursuant to Section 2.3 and Section 2.4, respectively).

(iii) All
shares of Company Common Stock held by (x) the Company as treasury shares, (y) any Company Subsidiary or (z) Parent or any Subsidiary
of Parent (a “ Parent Subsidiary ”), in each case, immediately prior to the Effective Time (collectively, the “ Company
Cancelled Shares ”), shall be automatically cancelled and shall cease to exist, and no consideration shall be delivered in exchange
therefor.

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(iv) Each
share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be
automatically converted into one fully paid and nonassessable share of common stock of the Surviving Corporation.

(b) If,
prior to the Effective Time, Parent or the Company should split, subdivide, consolidate, combine or otherwise reclassify the Parent Common
Stock or the Company Common Stock, as applicable, or pay a stock dividend or other stock distribution in the Parent Common Stock or the
Company Common Stock, as applicable, or otherwise change the Parent Common Stock or the Company Common Stock, as applicable, into any
other securities, or make any other such stock dividend or stock distribution in capital stock of Parent or the Company in respect of
the Parent Common Stock or the Company Common Stock, as applicable, then any number or amount contained herein which is based upon the
price or the number or fraction of shares of Parent Common Stock or Company Common Stock, as applicable, shall be appropriately adjusted
to proportionately reflect such split, combination, stock dividend or other stock distribution or change; provided that nothing
in this Section 2.1(b) shall be construed to permit Parent or the Company to take any action with respect to its securities
that is prohibited by the terms of this Agreement.

2.2 Payment for
Securities; Surrender of Certificates.

(a) Exchange Agent.
At or prior to the Effective Time, Parent shall designate a reputable bank or trust company to act as the exchange agent (the identity
and terms of designation and appointment of which shall be reasonably acceptable to the Company) for purposes of effecting the issuances
and payments contemplated by Section 2.1(a)(i), Section 2.3 and Section 2.4 (the “ Exchange Agent ”).
At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent (x) an amount of uncertificated,
book-entry shares representing the number of shares of Parent Common Stock sufficient to effect the issuances contemplated by Section
2.1(a)(i) and (y) an amount of cash sufficient to deliver the payments contemplated by Section 2.4, in each case, to which
holders of Company Common Stock shall be entitled at the Effective Time pursuant to Section 2.1(a)(i) and Section 2.4,
as applicable. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common
Stock held by it from time to time hereunder. Following the Effective Time, Parent shall pay, or shall cause to be paid to the Exchange
Agent, from time to time, as needed, cash sufficient to pay the aggregate dividends and other distributions pursuant to Section 2.3.
In the event such deposited shares or funds are insufficient to effect the issuances or make the payments contemplated pursuant to Section
2.1(a)(i), Section 2.3 and Section 2.4, as applicable, Parent shall promptly deposit, or cause to be deposited, with
the Exchange Agent such additional shares or funds, as applicable, to ensure that the Exchange Agent has at all times sufficient shares
or funds, as applicable, to effect such issuances and make such payments. Earnings from any investment by the Exchange Agent (to be made
solely at Parent’s direction) of the cash deposited by Parent with the Exchange Agent pursuant to the second and fourth sentences
of this Section 2.2(a) shall be the sole and exclusive property of Parent. No part of such earnings shall accrue to the benefit
of holders of Company Common Stock (other than by virtue of receipt of the issuances or payments contemplated by Section 2.1(a)(i), Section 2.3 and Section 2.4, in each case, pursuant to the terms thereof) and no losses shall alter Parent’s obligation
to cause the Exchange Agent to issue the shares or pay the cash contemplated by Section 2.1(a)(i), Section 2.3 and Section
2.4, as applicable, in accordance with Section 2.2(b).

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(b) Procedures
for Surrender; Treatment of Company Certificated Shares and Company Book-Entry Shares.

(i) Company
Certificated Shares. As soon as practicable after the Effective Time (and in no event later than three (3) Business Days after the
Effective Time), Parent shall cause the Exchange Agent to mail to each Person that was a holder of record of shares of Company Common
Stock represented by a certificate (“ Company Certificated Shares ”) immediately prior to the Effective Time: (A) a letter
of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificated Shares shall
pass, only upon delivery of the Company Certificated Shares to the Exchange Agent, and shall otherwise be in such form as Parent, the
Company and the Exchange Agent shall reasonably agree; and (B) instructions for effecting the surrender of the Company Certificated Shares
(or affidavits of loss in lieu of the Company Certificated Shares as provided in Section 2.2(f)) in exchange for the issuance
of the Per Share Merger Consideration pursuant to Section 2.1(a)(i) (together with any dividends or other distributions (if any)
or any cash payment (if any) that the holder thereof has the right to receive pursuant to Section 2.3 and Section 2.4,
respectively). Upon surrender of any Company Certificated Shares (or affidavit of loss in lieu of the Company Certificated Shares as provided
in Section 2.2(f)) to the Exchange Agent or to such other agent or agents as may be appointed by Parent, and upon delivery
of a letter of transmittal, duly executed and in proper form, with respect to such Company Certificated Shares, the holder of such Company
Certificated Shares shall be entitled to receive, and Parent shall cause the Exchange Agent to issue and pay, if applicable, and deliver
as promptly as practicable after such surrender, (I) credit in the stock ledger and other appropriate books and records of Parent for
the number of shares of Parent Common Stock into which the shares of Company Common Stock have been converted pursuant to Section 2.1(a)(i) and (II) any dividends or other distributions (if any) or any cash payment (if any) that such holder has the right to receive pursuant
to Section 2.3 and Section 2.4, respectively, and any Company Certificated Shares so surrendered shall forthwith be
cancelled. If payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name any surrendered
Company Certificated Shares are registered, it shall be a condition precedent of payment that the Company Certificated Shares so surrendered
shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any
transfer and other similar Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered
holder of the Company Certificated Shares so surrendered and shall have established to the satisfaction of the Surviving Corporation that
such Taxes either have been paid or are not required to be paid. No interest will be paid or accrued on any amount payable upon due surrender
of the Company Certificated Shares. Until surrendered as contemplated hereby, each Company Certificated Share shall be deemed at any time
after the Effective Time to represent only the right to receive the Per Share Merger Consideration pursuant to Section 2.1(a)(i) (together with any dividends or other distributions (if any) or any cash payment (if any) that the holder thereof has the right to receive
pursuant to Section 2.3 and Section 2.4, respectively).

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(ii) Company Book-Entry
Shares. Notwithstanding anything to the contrary contained in this Agreement, no holder of shares of Company Common Stock held in
book-entry form (“ Company Book-Entry Shares ”) shall be required to deliver a certificate evidencing such Company Book-Entry
Shares or, in the case of holders of Company Book-Entry Shares held through The Depository Trust Company, an executed letter of transmittal
to the Exchange Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to Section 2.1(a)(i) or any dividends or other distributions (if any) or any cash payment (if any) that such holder is entitled to receive pursuant to Section 2.3 and Section 2.4, respectively. In lieu thereof, each holder of record of one or more Company Book-Entry Shares held through The
Depository Trust Company whose Company Common Stock were converted into the right to receive the Per Share Merger Consideration shall
automatically, upon the Effective Time, be entitled to receive, and Parent shall cause the Exchange Agent to issue and pay, if applicable,
and deliver as promptly as practicable after the Effective Time, (A) credit in the stock ledger and other appropriate books and records
of Parent for the number of shares of Parent Common Stock into which such Company Book-Entry Shares have been converted pursuant to Section
2.1(a)(i) and (B) any dividends or other distributions (if any) or any cash payment (if any) that such holder has the right to receive
pursuant to Section 2.3 and Section 2.4, respectively, and any Company Book-Entry Shares shall forthwith be cancelled.
As soon as practicable after the Effective Time (and in no event later than three (3) Business Days after the Effective Time), Parent
shall cause the Exchange Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of Company
Book-Entry Shares not held through The Depository Trust Company: (I) a letter of transmittal, which shall be in such form as Parent,
the Company and the Exchange Agent shall reasonably agree; and (II) instructions for returning such letter of transmittal in exchange
for the issuance of the Per Share Merger Consideration pursuant to Section 2.1(a)(i) (together with any dividends or other distributions
(if any) or any cash payment (if any) that the holder thereof has the right to receive pursuant to Section 2.3 and Section
2.4, respectively). Upon delivery of such letter of transmittal, duly executed and in proper form, with respect to such Company Book-Entry
Shares, the holder of such Company Book-Entry Shares shall be entitled to receive, and Parent shall cause the Exchange Agent to issue
and pay, if applicable, and deliver as promptly as practicable after such delivery, (A) credit in the stock ledger and other appropriate
books and records of Parent for the number of shares of Parent Common Stock into which such Company Book-Entry Shares have been converted
pursuant to Section 2.1(a)(i) and (B) any dividends or other distributions (if any) or any cash payment (if any) that such holder
has the right to receive pursuant to Section 2.3 and Section 2.4, respectively, and any Company Book-Entry Shares
shall forthwith be cancelled. Payment of the Per Share Merger Consideration with respect to Company Book-Entry Shares shall only be made
to the Person in whose name such Company Book-Entry Shares are registered. No interest will be paid or accrued on any amount payable
upon due surrender of Company Book-Entry Shares. Until paid or surrendered as contemplated hereby, each Company Book-Entry Share shall
be deemed at any time after the Effective Time to represent only the right to receive the Per Share Merger Consideration pursuant to Section 2.1(a)(i) (together with dividends or other distributions (if any) or any cash payment (if any) that the holder thereof
has the right to receive pursuant to Section 2.3 and Section 2.4, respectively).

(c) Transfer Books;
No Further Ownership Rights in Shares. The shares of Parent Common Stock issued upon
conversion of shares of Company Common Stock pursuant to and in accordance with Section 2.1(a)(i) and Section 2.2 (together with dividends or other distributions (if any) or any cash payment (if any) pursuant to Section 2.3 and Section
2.4, respectively) shall be deemed to have been delivered or paid in full satisfaction of all rights pertaining to the shares of
Company Common Stock. From and after the Effective Time, (i) all holders of Company Common Stock shall cease to have any rights
as stockholders of the Company other than the right to receive the Per Share Merger Consideration into which the shares of Company
Common Stock have been converted pursuant to Section 2.1(a)(i) (together with dividends or other distributions (if any) or
any cash payment (if any) that the holder thereof has the right to receive pursuant to Section 2.3 and Section
2.4, respectively) and (ii) the stock transfer books of the Company shall be closed and there shall be no further
registration of transfers of shares of Company Common Stock thereafter on the records of the Company.

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(d) Post-Effective Time Surrender. If, after the Effective Time, any Company Certificated Shares are presented to Parent or
the Surviving Corporation for any reason, such Company Certificated Shares shall be cancelled and exchanged for the Per Share Merger Consideration
that such holder is entitled to receive pursuant to Section 2.1(a)(i) (together with dividends or other distributions (if any)
or any cash payment (if any) that the holder thereof has the right to receive pursuant to Section 2.3 and Section 2.4,
respectively), subject to abandoned property, escheat or other similar Laws.

(e) Termination of Fund; Abandoned Property; No Liability. Any portion of the shares or funds (including any interest received
with respect thereto) made available to the Exchange Agent that remains unclaimed by the holders of Company Common Stock on the first
anniversary of the Effective Time shall be returned to Parent upon demand, and any such holder of Company Common Stock who has not complied
with Section 2.2(b) prior to such time shall thereafter look only to Parent (subject to abandoned property, escheat or other similar
Laws) for delivery of the Per Share Merger Consideration that such holder is entitled pursuant to Section 2.1(a)(i) and any dividends
or other distributions (if any) or any cash payment (if any) that such holder has the right to receive with Section 2.3 and Section 2.4, respectively. Any shares or funds remaining unclaimed by the holders of Company Common Stock immediately prior to
such time as such amounts would otherwise escheat to, or become property of, any Governmental Entity shall, to the extent permitted by
applicable Law, become the property of Parent, free and clear of any claim or interest of any Person previously entitled thereto immediately
prior to such time on which any payment in respect hereof would escheat to or become the property of any Governmental Entity pursuant
to any applicable abandoned property, escheat or similar Laws. Notwithstanding the foregoing, none of Parent, the Company, the Exchange
Agent or their respective affiliates will be liable to any holder of Company Common Stock for the Per Share Merger Consideration (or any
dividends or other distributions or any cash payable in connection therewith in accordance with Section 2.3 and Section
2.4, respectively) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(f) Lost, Stolen or Destroyed Certificates. In the event that any Company Certificated Shares shall have been lost,
stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Company Certificated Shares, upon
the making of an affidavit of that fact by the holder thereof, the Per Share Merger Consideration payable in respect thereof
pursuant to Section 2.1(a)(i) (together with dividends or other distributions (if any) or any cash payment (if any) that
the holder thereof has the right to receive pursuant to Section 2.3 and Section 2.4, respectively). Parent may,
in its reasonable discretion and as a condition precedent to the payment of such Per Share Merger Consideration (and any dividends
or other distributions (if any) or any cash payment (if any) that the holder thereof has the right to receive pursuant to Section 2.3 and Section 2.4, respectively), require the owner of such lost, stolen or destroyed Company Certificated Shares to deliver a
bond in a reasonable sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving
Corporation or the Exchange Agent with respect to the Company Certificated Shares alleged to have been lost, stolen or
destroyed.

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2.3 Distributions with Respect to Unexchanged Shares. No dividends or other distributions declared or made with respect to shares
of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any shares of Company Common Stock converted
into the right to receive the Per Share Merger Consideration pursuant to Section 2.1(a)(i) until such holder shall comply
with the provisions of Section 2.2(b). Subject to escheat, Tax or other applicable Law, following the surrender of any such shares
of Company Common Stock in accordance with Section 2.2(b), such holder shall be entitled to receive any such dividends or distributions,
without interest, which theretofore had become payable with respect to the Parent Common Stock exchangeable for such Company Common Stock
pursuant to Section 2.1(a)(i) (after giving effect to any required Tax withholdings as provided in Section 2.9).

2.4 Fractional Shares. No fractional shares of Parent Common Stock shall be issued upon the conversion of shares of Company
Common Stock pursuant to Section 2.1(a)(i), and such fractional share interests shall not entitle the owner thereof to vote
or to any other rights of a stockholder of Parent. Notwithstanding any other provision of this Agreement, each holder of Company Common
Stock converted pursuant to Section 2.1(a)(i) that would otherwise have been entitled to receive a fraction of a share of
Parent Common Stock (after taking into account all shares of Company Common Stock delivered by such holder in accordance with Section
2.2(b)) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional amount multiplied by the Parent
Closing Stock Price. Company and Parent acknowledge that payment of any cash in lieu of fractional shares pursuant to and in accordance
with this Section 2.4 was not separately bargained-for consideration, but merely represents a mechanical rounding off for purposes
of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares of Parent Common
Stock.

2.5 Further Assurances. From and after the Effective Time, the respective officers of Parent and the Surviving Corporation,
as applicable, shall be authorized to execute and deliver, in the name and on behalf of the Company or any Parent Party, any deeds, bills
of sale, assignments or assurances and to take and do, in the name and on behalf of the Company or any Parent Party, any other actions
and things to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to
and under any of the rights, properties or assets acquired or to be acquired by the Surviving Corporation, as applicable, as a result
of, or in connection with, the Merger.

2.6 Treatment of Company Equity Awards.

(a) Company Options.

(i) At the Effective Time,
by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders thereof, each
In-the-Money Company Option that is outstanding and unexercised immediately prior to the Effective Time and held by an individual
who, as of immediately after the Effective Time, will constitute an “employee” of Parent within the meaning of Form S-8
(a “ Continuing Service Provider ”), whether or not then vested or exercisable, shall be assumed by Parent and
converted into an option to acquire shares of Parent Common Stock in accordance with this Section 2.6(a)(i) (each, an
“ Assumed Option ”). Each such Assumed Option shall continue to have, and shall be subject to, the same terms and
conditions as applied to the corresponding In-the-Money Company Option immediately prior to the Effective Time (including vesting
and exercisability terms) except that, as of the Effective Time, each such Assumed Option shall constitute an option to acquire that
number of whole shares of Parent Common Stock (rounded down to the nearest whole share) equal to the product of (i) the number of
shares of Company Common Stock subject to the corresponding In-the-Money Company Option immediately prior to the Effective Time
multiplied by (ii) the Per Share Merger Consideration, at an exercise price per share (rounded up to the nearest whole cent) equal
to the quotient obtained by dividing (A) the exercise price per share of the corresponding In-the-Money Company Option by (B) the
Per Share Merger Consideration.

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(ii) At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders
thereof, each In-the-Money Company Option that is outstanding and unexercised immediately prior to the Effective Time that is not held
by a Continuing Service Provider shall be cancelled and converted into the right to receive the Per Share Merger Consideration in respect
of each Net Share covered by such In-the-Money Company Option, less applicable Tax withholdings (provided, that such withholdings shall
be satisfied by way of net settlement).

(iii) At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders
thereof, each Out-of-the-Money Company Option that is outstanding and unexercised immediately prior to the Effective Time shall be cancelled
without any payment in respect thereof.

(b) Company RSU Awards.

(i) At
the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holders thereof,
(A) each Company RSU Award that is outstanding immediately prior to the Effective Time and held by a non-employee member of the Company
Board, and (B) each Company RSU Award that is outstanding immediately prior to the Effective Time and vested but not yet settled shall,
in each case, be cancelled and converted into the right to receive the Per Share Merger Consideration in respect of each share of Company
Common Stock subject to such Company RSU Award as of immediately prior to the Effective Time, less applicable Tax withholdings (provided,
that such withholdings shall be satisfied by way of net settlement).

(ii) At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or holders
thereof, each Company RSU Award that is outstanding immediately prior to the Effective Time (other than a Company RSU Award covered in Section 2.6(b)(i)) shall be assumed by Parent and converted into a restricted stock unit award covering shares of Parent Common
Stock (each, an “ Assumed RSU Award ”) in accordance with this Section 2.6(b)(ii). Each such Assumed RSU
Award shall continue to have, and shall be subject to, the same terms and conditions as applied to the corresponding Company RSU Award
immediately prior to the Effective Time (including service-vesting and settlement terms, but excluding any performance-based vesting conditions)
except that, as of the Effective Time, each such Assumed RSU Award shall cover that number of whole shares of Parent Common Stock (rounded
down to the nearest whole share) equal to the product of (i) the number of shares of Company Common Stock subject to the corresponding
Company RSU Award immediately prior to the Effective Time multiplied by (ii) the Per Share Merger Consideration.

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(c) Certain Non-US Awards. Notwithstanding anything to the contrary contained in this Section 2.6, if Parent determines
that, for holders of Company Equity Awards employed outside of the United States, the treatment of Company Equity Awards prescribed by
this Section 2.6 would reasonably be expected to cause an administrative burden to Parent, Parent may require that such awards
be converted into cash-based awards that otherwise have the same terms and conditions as the corresponding Company Equity Awards held
by such individuals or that such awards be cashed out at the Closing based on the value of the Per Share Merger Consideration.

(d) Company ESPP. As soon as practicable following the date of this Agreement, the Company shall take all actions with respect
to the Company ESPP that are necessary to provide that: (i) with respect to any offering periods in effect as of the date of this
Agreement (the “ Current ESPP Offering Periods ”), no employee who is not a participant in a Current ESPP Offering Period
as of the date of this Agreement may become a participant in the Current ESPP Offering Period, and no participant may increase the percentage
amount of his or her payroll deduction election from that in effect on the date of this Agreement for such Current ESPP Offering Periods;
(ii) subject to the consummation of the Merger, the Company ESPP shall terminate effective immediately prior to the Effective Time;
(iii) if the Current ESPP Offering Periods terminate prior to the Effective Time, then the Company ESPP shall be suspended and no
new offering period shall be commenced under the Company ESPP prior to the termination of this Agreement; and (iv) if any Current
ESPP Offering Period is still in effect at the Effective Time, then the last day of such Current ESPP Offering Period shall be accelerated
to a date that is no later than three (3) Business Days prior to the Closing Date.

(e) Other Actions.

(i) Prior to the Effective
Time, the Company shall pass such resolutions and take such other actions as are necessary so as to cause the treatment of the
Company Equity Awards and the Company ESPP as contemplated by this Section 2.6.

(ii) On or prior to the Closing Date, Parent shall file, or have on file with the SEC, a registration statement on Form S-8 (or any
successor form) relating to the shares of Parent Common Stock issuable with respect to the Assumed Options and Assumed RSU Awards, and
Parent shall use its best efforts to maintain the effectiveness of such registration statement for so long as Assumed Options or Assumed
RSU Awards remain outstanding.

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2.7 Treatment of Company Warrants. At the Effective Time, by virtue of the Merger and without any action on the part of the
Company, Parent or Merger Sub, or the holders thereof, each Company Warrant outstanding and unexercised immediately prior to the Effective
Time shall be cancelled without any payment in respect thereof.

2.8 Estimated Closing Statement. No earlier than twenty (20) Business Days nor later than fifteen (15) Business Days prior to
the Closing Date, the Company shall deliver to the Acquiror a statement (the “ Estimated Closing Statement ”), certified
by the Chief Financial Officer of the Company, setting forth (a) a good faith estimated unaudited balance sheet of the Company and (b)
the Company’s good faith estimate of the Company Cash Balance, in each case, as of 12:01 a.m. Pacific Time on the Closing Date.
The Company shall deliver supporting calculations and documentation of such calculations (including with respect to any deductions contemplated
by the definition of Company Cash Balance and reflected in such calculations), in detail reasonably acceptable to Parent, concurrently
with the delivery of such Estimated Closing Statement. The Company shall consult in good faith with Parent and any Parent Representatives
with respect to the preparation of, and with respect to any updates reasonably requested by the Parent or the Parent Representatives to,
the Estimated Closing Statement until the date that is five (5) Business Days prior to the Closing Date. Subject to such good faith consultation
by the Company and any updates to the Estimated Closing Statement resulting therefrom, the Company Cash Balance set forth in the Estimated
Closing Statement as of such fifth (5th) Business Day prior to the Closing Date shall be deemed the final Company Cash Balance for purposes
of calculating the Aggregate Consideration Amount.

2.9 Withholding Rights. Each of Parent, the Merger Sub, the Company, the Surviving Corporation, the Exchange Agent, the Section
102 Trustee and any TASE member shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement,
such amounts, if any, as are required to be deducted and withheld with respect to the making of such payment under the Code or any provision
of applicable Law. To the extent that any withholding obligation cannot be satisfied by the retention of cash amounts otherwise payable
hereunder, each of Parent, the Merger Sub, the Company, the Surviving Corporation, the Exchange Agent, the Section 102 Trustee and any
TASE member may, in their sole discretion and without requiring the prior consent of the applicable recipient (except where required by
applicable Law), sell or instruct to sell, on behalf of such recipient, such portion of the shares of Parent Common Stock otherwise
deliverable to such recipient as is necessary to generate proceeds sufficient to satisfy the applicable withholding obligation. Neither
Parent nor the Merger Sub, the Company, the Surviving Corporation, the Exchange Agent, the Section 102 Trustee and any TASE member shall
have any liability to the recipient for the market price obtained in connection with any such sale or for any market fluctuations or delays
in effecting such sale, and the net cash proceeds from any such sale (after deducting the applicable Tax withholding amounts and any brokerage
fees, commissions, or other transaction costs) shall be remitted to the recipient as soon as reasonably practicable. The parties shall
reasonably cooperate with each other in good faith to minimize any such deduction or withholding, including, to the extent feasible and
practicable in the circumstances, by seeking appropriate tax rulings. To the extent that amounts are so deducted and withheld, such deducted
and withheld amounts (a) shall be remitted by Parent, the Merger Sub, the Company, the Surviving Corporation, the Exchange Agent, the
Section 102 Trustee or any TASE member, as the case may be, to the applicable Governmental Entity as required by applicable Law and (b)
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.

2.10 Tax
Treatment. Each of Parent, SoundHound, Inc., Intermediate Sub, Merger Sub and the Company intends that the exchange of shares of
Company Common Stock for the Per Share Merger Consideration pursuant to the Merger be treated as a transaction described in Section
1001 of the Code (the “ Intended Tax Treatment ”). None of Parent, SoundHound, Inc., Intermediate Sub, Merger Sub
or the Company or any of their affiliates shall take any position for U.S. federal income tax purposes (and applicable state, local
and non-U.S. Tax purposes) on any Tax Return, in any Tax contest or audit or in any communication (whether written or unwritten)
with any Governmental Entity that is inconsistent with the Intended Tax Treatment unless required by a “determination”
within the meaning of Section 1313 of the Code (or any similar provision of state, local or non-U.S. Tax Law).

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Article
3
Representations and Warranties of the Company

Except (a) as set forth in the
disclosure schedule delivered by the Company to Parent (the “ Company Disclosure Schedule ”) concurrent with the execution
of this Agreement (with specific reference to the representations and warranties in this Article 3 to which the information in
such schedule relates); provided, that, disclosure in the Company Disclosure Schedule as to a specific representation or warranty
shall qualify one or more other sections of this Agreement to the extent (notwithstanding the absence of a specific cross reference) it
is reasonably apparent on its face that such disclosure relates to such other sections, and (b) as otherwise disclosed or identified in
the Company SEC Documents filed or furnished by the Company with the SEC on or after January 1, 2024 and at least two (2) Business Days
prior to the date hereof (other than any forward-looking disclosures contained in the “Forward Looking Statements” and “Risk
Factors” sections of the Company SEC Documents and any other disclosures included therein to the extent they are primarily predictive,
cautionary or forward-looking in nature, but including any historical or factual matters disclosed in such sections), the Company hereby
represents and warrants to Parent as follows:

3.1 Organization and Qualification; Subsidiaries.

(a) The Company and each of its Subsidiaries (each, a “ Company Subsidiary ”) is a corporation or other legal entity
duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of the
jurisdiction of its incorporation or organization and has the requisite corporate or organizational, as the case may be, power and authority
to own, lease and operate its properties and assets and to carry on its business as it is now being conducted. The Company and each Company
Subsidiary is duly qualified to do business and is in good standing in each jurisdiction in which the nature of the business conducted
by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary,
except where the failure to be so qualified or in good standing has not had and would not reasonably be expected to have, individually
or in the aggregate, a Company Material Adverse Effect.

(b) The Company has made available or caused to be made available to Parent true and complete copies of (i) any amendments to
the Fourth Amended and Restated Certificate of Incorporation of the Company (the “ Company Charter ”) not filed prior
to the date hereof with the SEC, (ii) any amendments to the Fourth Amended and Restated By-Laws of the Company (the “ Company
Bylaws ”) not filed prior to the date hereof with the SEC and (iii) the certificates of incorporation and bylaws, or equivalent
organizational or governing documents, of each Company Subsidiary.

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(c) Section 3.1(c) of the Company Disclosure Schedule sets forth a true and complete list of the Company Subsidiaries,
together with the jurisdiction of organization or incorporation, as the case may be, of each Company Subsidiary. The Company owns, beneficially
and of record, directly or indirectly, all Equity Interests of the Company Subsidiaries free and clear of any Liens other than Permitted
Liens; except where the failure to own such interest has not had and would not reasonably be expected to have, individually or in the
aggregate, a Company Material Adverse Effect.

3.2 Capitalization.

(a) The authorized capital stock of the Company consists of (i) 20,000,000 shares of Company Common Stock, of which, as of the close
of business on April 17, 2026 (the “ Company Capitalization Date ”), there were 12,135,767 shares of Company Common Stock
issued and outstanding and (ii) 5,000,000 shares of Preferred Stock, par value $0.001 per share, of the Company (“ Company Preferred
Stock ” and together with the Company Common Stock, the “ Company Stock ”), of which 200,000 shares of Company
Preferred Stock were designated as Series A Junior Participating Preferred Stock and reserved for issuance pursuant to the Tax Benefits
Preservation Plan. As of the Company Capitalization Date, no shares of Company Preferred Stock are issued and outstanding. No Company
Subsidiary owns any shares of Company Stock or has any option or warrant to purchase shares of any Company Stock or any other Equity Interest
in the Company. All of the outstanding shares of Company Stock have been duly authorized and validly issued and are fully paid, non-assessable
and free of preemptive rights.

(b) As of the close of business on the Company Capitalization Date, the Company has no shares of Company Stock subject to or reserved
for issuance, except for (i) 175,459 shares of Company Common Stock subject to outstanding Company Options (assuming that any applicable
performance-based vesting conditions have been achieved at “target” levels), (ii)  672,610 shares of Company Common Stock
subject to outstanding Company RSU Awards that vest based solely on continued service, (iii) 0 shares of Company Common Stock subject
to outstanding Company RSU Awards with performance-based vesting conditions (assuming that the applicable performance goals have been
achieved at “target” levels), (iv) 121,202 shares of Company Common Stock reserved for future issuance under the Company
Equity Plans for awards not yet granted, (v) 92,972 shares of Company Common Stock reserved for issuance under the Company ESPP, (vi)
13,268 shares of Company Common Stock issuable upon the exercise of the 2026 Notes and (vii) 1,031,021 shares of Company Common Stock
issuable upon the exercise of the Company Warrants. All shares of Company Common Stock subject to issuance under the Company Equity Plans
and Company ESPP upon issuance prior to the Effective Time on the terms and conditions specified in the instruments pursuant to which
they are issuable, shall be duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights. Section 3.2(b) of the Company Disclosure Schedule sets forth the following information with respect to each outstanding Company Equity Award as of the
close of business on the Company Capitalization Date: (1) the name (or employee identification number) of the holder thereof; (2)
the number of shares of Company Common Stock issuable thereunder (with Company Equity Awards that are subject to performance-based vesting
conditions disclosed assuming that applicable performance goals are achieved at each of “target” levels and “maximum”
levels); (3) the grant date; (4) the expiration date (if any); (5) the exercise price (if any); (6) the vesting schedule
under the terms of the applicable award agreement (including any vesting acceleration provisions); and (7) with respect to a Company
Option, whether such Company Option is intended to constitute an “incentive stock option” within the meaning of Section 422
of the Code or is intended to be Tax-qualified under foreign law.

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(c) Except for Equity Interests set forth in Section 3.2(b), the Company Warrants, and the Series A Junior Participating Preferred
Stock purchase rights of the Company issued pursuant to the Tax Benefits Preservation Plan and associated with corresponding shares of
Company Common Stock (the “ Company Rights ”), there are no outstanding Equity Interests or other options, phantom equity,
warrants or other rights, relating to or based on the value of any Equity Interests of the Company or any Company Subsidiary or obligating
the Company or any Company Subsidiary to issue, acquire or sell any Equity Interests of the Company or any Company Subsidiary. From the
close of business on the Company Capitalization Date until the date hereof, the Company has not issued any Company Stock or other Equity
Interests other than Company Common Stock issued upon the exercise or settlement of Company Equity Awards outstanding as of the close
of business on the Company Capitalization Date in accordance with their terms.

(d) Except with respect to the Company Equity Awards, there are no outstanding obligations of the Company or any Company Subsidiary
(i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redemption or disposition
of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of or (v) granting any preemptive
or anti-dilutive rights with respect to, any Company Stock or other Equity Interests of the Company or any Company Subsidiary.

3.3 Authority.

(a) The Company has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and
to consummate the transactions contemplated hereby, 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 and, except for the affirmative vote
of the holders of a majority in voting power of the outstanding shares of Company Common Stock entitled to vote thereon in favor of the
adoption of this Agreement (the “ Required Company Vote ”), no stockholder votes are necessary to adopt this Agreement
or to consummate the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement and, assuming
due and valid authorization, execution and delivery by the Parent Parties, constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by
general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought
(the “ Enforceability Limitations ”).

14

(b) The Company Board has adopted resolutions irrevocably, affirmatively and unconditionally determining that the Parent Parties and
their respective affiliates, in each case, shall not be deemed an “Acquiring Person” (as defined in the Tax Benefits Preservation
Plan) and no “Stock Acquisition Date”, “Triggering Event” or “Flip-In Trigger Date” (as such terms
are defined in the Tax Benefits Preservation Plan) will occur as a result of the execution of this Agreement or any other agreement contemplated
hereby or the consummation of the transactions contemplated hereby or thereby, including the Merger (the “ Tax Benefits Preservation
Plan Waiver ”). The Company has previously provided true and complete copies of (i) the Tax Benefits Preservation Plan Waiver
and (ii) the Tax Benefits Preservation Plan and all amendments thereto to the Parent Parties. Other than the Tax Benefits Preservation
Plan, the Company has no rights plan, “poison-pill” or other comparable agreement or arrangement designed to have the effect
of delaying, deferring or discouraging any Person from acquiring control of the Company.

3.4 No Conflict (a). Subject to receipt of the Required Company Vote, none of the execution, delivery or performance of this
Agreement by the Company, the consummation by the Company of the Merger or any other transaction contemplated by this Agreement will (with
or without notice or lapse of time, or both): (a) conflict with or violate any provision of the Company Charter or the Company Bylaws
or any equivalent organizational or governing documents of any Company Subsidiary; (b) assuming that all consents, approvals, authorizations
and permits described in Section 3.5 have been obtained and all filings and notifications described in Section 3.5 have been made and any waiting periods thereunder have terminated or expired, conflict with or violate any Law applicable to the Company
or any Company Subsidiary or any of their respective properties or assets; or (c) require any consent or approval under, violate, conflict
with, result in any breach of or any loss of any benefit under, or constitute a change of control or default under, or result in termination
or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of a Lien (other
than Permitted Liens) upon any of the respective properties or assets of the Company or any Company Subsidiary pursuant to any Company
Material Contract or any Company Permit, except, with respect to clauses (b) and (c), for any such conflicts, violations, consents, breaches,
losses, changes of control, defaults, rights, other occurrences or Liens which would not, individually or in the aggregate, reasonably
be expected to have a Company Material Adverse Effect.

3.5 Required Filings and Consents. Assuming the accuracy of the representations and warranties of the Parent Parties in Section 4.4,
none of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the Merger or any
other transaction contemplated by this Agreement will require (with or without notice or lapse of time, or both) any consent, approval,
authorization or permit of, or filing or registration with or notification to, any Governmental Entity, other than (a) the filing of the
Certificate of Merger as required by the DGCL, (b) compliance with any applicable requirements of any Regulatory Laws, (c) compliance
with the applicable requirements of the Exchange Act, Securities Act and any other applicable U.S. state or federal securities Laws, (d)
filings with the SEC as may be required by the Company in connection with this Agreement and the transactions contemplated hereby and
(e) where the failure to obtain such consents, approvals, authorizations or permits of, or to make such filings, registrations with or
notifications to any Governmental Entity would not reasonably be expected to have, individually or in the aggregate, a Company Material
Adverse Effect. The performance of the obligations under this Agreement, and the consummation of the Merger or any other transaction contemplated
by this Agreement, in each case, will not require the publication of a prospectus or a similar offering document in Israel.

15

3.6 Compliance With Law. Neither the Company nor any Company Subsidiary is, or since January 1, 2023, has been in conflict with,
default under or violation of any Law applicable to the Company or any Company Subsidiary or by which any property or asset of the Company
or any Company Subsidiary is bound or affected, except for any conflicts, defaults or violations that have not had and would not reasonably
be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no investigation
by any Governmental Entity with respect to the Company or any Company Subsidiary is pending, nor has any Governmental Entity indicated
to the Company an intention to conduct any such investigation, except for such investigations, the outcomes of which if determined adversely
to the Company or any Company Subsidiary have not had and would not reasonably be expected to have, individually or in the aggregate,
a Company Material Adverse Effect.

3.7 SEC Filings; Financial Statements.

(a) The Company has filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses and other documents
required to be filed or furnished by the Company with the SEC under the Securities Act or the Exchange Act since January 1, 2024 (the
“ Company SEC Documents ”) or with the ISA under the Israeli Securities Laws since January 1, 2024 (the “ Company
ISA Documents ”). No Company Subsidiary is required to make any filings with the SEC.

(b) As of its respective filing date, and, if amended, as of the date of the last amendment prior to the date hereof, each Company
SEC Document and Company ISA Document complied in all material respects with the requirements of the Exchange Act, the Securities Act
or the Israeli Securities Laws, as the case may be, and the rules and regulations of the SEC or the ISA, as applicable, promulgated thereunder
applicable to such Company SEC Document or Company ISA Document, as the case may be, and did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.

(c) The consolidated financial statements of the Company included in the Company SEC Documents (including, in each case, any notes
or schedules thereto) (the “ Company Financial Statements ”) fairly present, in all material respects, the consolidated
financial condition and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company and
the Company Subsidiaries (on a consolidated basis) as of the respective dates of and for the periods referred to in the Company Financial
Statements, and were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be specifically
indicated in the notes thereto), subject, in the case of any interim unaudited Company Financial Statements, to normal and recurring year-end
adjustments (in each case, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company
and the Company Subsidiaries, taken as a whole) and the absence of notes and other presentation items (none of which, if presented, would
materially differ from those presented in the most recent Company Financial Statements).

16

(d) The Company 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 and paragraph (e) of Rule 15d-15 under
the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. The Company’s disclosure controls and procedures
are designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company 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 information is accumulated and communicated to the Company’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. The Company’s management has completed an assessment of the effectiveness of the Company’s disclosure
controls and procedures and, to the extent required by applicable Law, presented in any applicable Company SEC Document that is a report
on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures
as of the end of the period covered by such report or amendment based on such evaluation. The Company’s management has not identified
any significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would
reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information
and the Company does not have Knowledge of any fraud, whether or not material, that involves management or other employees who have a
significant role in the Company’s internal control over financial reporting.

(e) The Company and the Company Subsidiaries do not have any material liabilities or obligations of any nature (whether absolute or
contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued) required by
GAAP to be reflected or reserved on a consolidated balance sheet of the Company (or the notes thereto) except (i) as specifically and
adequately disclosed, reflected or reserved against in the most recent balance sheet included in the Company Financial Statements or the
notes thereto, (ii) for liabilities and obligations incurred in the ordinary course of business since the date of the most recent balance
sheet included in the Company Financial Statements (none of which is a liability or obligation resulting from a breach of Contract, tort,
or infringement), (iii) for liabilities and obligations arising out of or in connection with this Agreement, the Merger or the other
transactions contemplated hereby and (iv) for liabilities and obligations that have not been and would not reasonably be expected to be,
individually or in the aggregate, material to the Company and the Company Subsidiaries, taken as a whole.

3.8 Absence of Certain Changes or Events.

(a) Since January 1, 2025 through the date hereof, except for the discussion and negotiation of this Agreement, the Company and the
Company Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business consistent
with past practice.

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(b) Since January 1, 2025 through the date hereof, there has not been any Company Material Adverse Effect or any change, event or development,
that had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(c) Since January 1, 2026 through the date hereof, there has not been any action taken by the Company or any Company Subsidiary that,
if taken during the period between the date of hereof through the Effective Time, would constitute a breach of Sections 5.1(a), 5.1(d), 5.1(f), 5.1(g), 5.1(i), 5.1(l), 5.1(o) or 5.1(q).

3.9 Employee Benefit Plans.

(a) Section 3.9(a) of the Company Disclosure Schedule sets forth a complete and accurate list of each material Company
Benefit Plan as of the date hereof, excluding (i) any Company Benefit Plan that is an employment offer letter or individual independent
contractor or consultant agreement that (x) does not materially differ from the applicable form set forth on Section 3.9(a) of
the Company Disclosure Schedule, (y) does not provide for (A) any change in control, retention or other payments or benefits that could
be triggered by the consummation of the transactions contemplated hereby, or (B) severance payments or benefits (other than statutory
payments or benefits under applicable Laws) and (z) can be terminated upon thirty (30) days’ notice or less without further payment,
liability or obligation (other than as required by applicable Laws) and (ii) any individual award agreement evidencing Company Equity
Awards that is on a form that does not materially differ from the applicable form set forth on Section 3.9(a) of the Company Disclosure
Schedule. Section 3.9(a) of the Company Disclosure Schedule separately identifies each Company Benefit Plan that is governed by
the laws of any jurisdiction other than the United States or provides compensation or benefits to any employee or former employee of the
Company or any Company Subsidiary (or any dependent thereof) who resides outside of the United States (each, a “ Non-U.S. Company
Benefit Plan ”). With respect to each material Company Benefit Plan, to the extent applicable, the Company and the Company Subsidiaries
have either delivered or made available to Parent prior to the execution of this Agreement true, correct and complete copies of: (i) all
plan documents and all amendments thereto, and all related trust or other funding documents, and in the case of unwritten Company Benefit
Plans, written descriptions thereof, (ii) the most recent determination letters, rulings, opinion letters, information letters or
advisory opinions issued by the IRS or the United States Department of Labor, (iii) the most recently filed annual return/report
(Form 5500) and accompanying schedules and attachments thereto, (iv) the most recently prepared actuarial report and financial
statements, (v) the most recent prospectus or summary plan descriptions and any material modifications thereto, (vi) all nondiscrimination
and compliance testing reports for the most recently completed plan year and (vii) all material non-routine correspondence to and from
any Governmental Entity within the last three (3) years.

(b) Each Company Benefit Plan has been established, administered and maintained in all respects in accordance with its terms and all
applicable Laws, including ERISA and the Code, except as, individually or in the aggregate, would not reasonably be expected to have a
Company Material Adverse Effect. With respect to each Company Benefit Plan that is intended to be qualified under Section 401(a)
of the Code, such Company Benefit Plan has received a determination from the IRS that such Company Benefit Plan is so qualified (or if
it is a prototype plan, it has a favorable opinion letter, or if it is a volume submitter plan, it has a favorable advisory letter), and,
to the Knowledge of the Company, nothing has occurred that has or would reasonably be expected to adversely affect the qualification of
such Company Benefit Plan.

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(c) No Company Benefit Plan is, and none of the Company, any of the Company Subsidiaries or their respective ERISA Affiliates sponsors,
maintains, contributes to, has any obligation to contribute to, or otherwise has any liability or obligation (whether direct or contingent)
under or with respect to: (i) a Multiemployer Plan; (ii) a “multiple employer plan” within the meaning of Section 210 of ERISA
or Section 413(c) of the Code; (iii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA;
or (iv) a “defined benefit plan” (as defined in Section 3(35) of ERISA whether or not subject thereto) or any other pension
plan that is subject to Section 302 or Title IV of ERISA or Section 412 of 430 of the Code. None of the Company or any of the Company
Subsidiaries has any current or contingent liability or obligation as a consequence of being considered a single employer with any other
Person under Section 414 of the Code during the past six (6) years.

(d) No Company Benefit Plan provides, and neither the Company nor any of the Company Subsidiaries sponsors, maintains, contributes
to or is required to contribute to or has any liability with respect to any post-retirement welfare benefits, other than (i) health care
continuation coverage required by Section 4980B of the Code (“ COBRA ”) or other applicable Law, (ii) coverage through
the end of the calendar month in which a termination of employment occurs or (iii) pursuant to an applicable agreement, plan or policy
requiring the Company or any Company Subsidiary to pay or subsidize COBRA premiums for a terminated employee following the employee’s
termination of employment.

(e) No claims, actions, causes of action, suits, litigations, proceedings, arbitrations, mediations, interferences, audits, assessments,
hearings or other legal proceedings (including Proceedings but excluding routine claims for benefits) are pending or, to the Knowledge
of the Company, threatened with respect to any Company Benefit Plan that would reasonably be expected to have a Company Material Adverse
Effect.

(f) None of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the transactions
contemplated hereby could (alone or in conjunction with any other event) (i) entitle any current or former employee, individual independent
contractor, officer or director of the Company or any of the Company Subsidiaries to any compensation or benefits, (ii) increase the amount
of any compensation or benefits due to any such individual, (iii) accelerate the vesting, funding or time of payment of any compensation
or benefits due to any such individual or (iv) result in the payment of any “excess parachute payments” within the meaning
of Section 280G of the Code.

(g) Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, all required
premiums for, contributions required to be made to, or other payments that are due in respect of each Company Benefit Plan have been timely
and fully made in accordance with the terms of the applicable Company Benefit Plan and applicable Law.

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(h) Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, each Company
Benefit Plan, and any award thereunder, that is or forms part of a “nonqualified deferred compensation plan” within the meaning
of Section 409A of the Code has been operated and maintained in all respects with all applicable requirements of Sections 409A of the
Code. Neither the Company nor any of the Company Subsidiaries has any obligations to gross-up or reimburse any individual for any Tax
or related interest or penalties incurred by such individual, including under Sections 409A or 4999 of the Code or otherwise.

(i) Except as would not
have, individually or in the aggregate, a Company Material Adverse Effect, each Non-U.S. Company Benefit Plan (i) has been
operated in conformance with the applicable statutes or governmental regulations and rulings relating to such plans in the
jurisdictions in which such Non-U.S. Company Benefit Plan is present or operates and, to the extent relevant, the United States,
(ii) that is intended to qualify for special tax treatment meets all requirements for such treatment and (iii) that is
intended to be funded or book-reserved are fully funded or book reserved, as appropriate, based upon reasonable actuarial
assumptions. No Non-U.S. Company Benefit Plan is a defined benefit pension plan.

3.10 Labor and Other Employment Matters.

(a) Section 3.10(a) of the Company Disclosure Schedule sets forth, as of the date hereof, a true, correct, and complete
list of all employees of the Company and the Company Subsidiaries, including for each such employee their (i) name or identification number,
(ii) job title, (iii) primary work location (city, state (where applicable), and country), (iv) date of hire, (v) base hourly or monthly
rate, annual salary or other base rate of compensation, (vi) eligibility for commissions, bonuses or other incentive-based compensation
payments (if any), (vii) full-time or part-time status, (viii) exempt or non-exempt status under applicable wage and hour Laws, (ix) employing
entity, (x) for each employee located in the United States, status as active or on leave (including anticipated date of return if on leave
and any protected status under any applicable Law), and (xi) for each Israeli Employee, such Israeli Employee’s prior notice entitlement
(to the extent in excess of thirty (30) days or any legal requirement) and pension arrangement, including an indication on whether the
Section 14 Arrangement has been applied on such employee since the commencement of their employment. Neither the Company nor any Company
Subsidiary engages any personnel through manpower agencies in Israel.

(b) Section 3.10(b) of the Company Disclosure Schedule sets forth, as of the date hereof, a true, correct, and complete
list of all individual independent contractors engaged by or providing services to the Company or any Company Subsidiary, including those
providing services through a sole proprietorship or an entity wholly owned and operated by the individual, including for each such contractor
(i) their name, (ii) the services they provide, (iii) their primary work location (state (where applicable), and country), (iv) their
first date of retention, (v) their compensation terms, and (vi) the entity that engages such contractor.

(c) Neither the Company nor any of the Company Subsidiaries is a party to or bound by any Collective Bargaining Agreement or has ever
been a member of any employers’ association or organization. There are no and for the past three years there have been no (i) Union
representing or purporting to represent any current or former employee of the Company or any Company Subsidiary in their role as an employee
of the Company or any Company Subsidiary, (ii) union organizing activities or efforts with respect to the formation of a Union or demands
of any Union for recognition or certification involving any current or former employee of the Company or any Company Subsidiary in their
role as an employee of the Company or any Company Subsidiary, or (iii) representation proceedings or petitions seeking a representation
proceeding pending or threatened to be brought or filed against the Company or any Company Subsidiary with any Governmental Entity. Neither
the Company nor any Company Subsidiary, has paid, has received notice that it is required to pay or has been requested to pay, any payment
(including professional organizational handling charges) to any employers’ association or organization.

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(d) There is no, and for the past three years there has been no, labor strike, picketing, lockouts, handbillings, material labor grievances,
material labor dispute, slowdown or concerted work stoppage pending or, to the Knowledge of the Company, threatened against or materially
affecting the Company or any Company Subsidiary.

(e) The Company and the Company Subsidiaries are and for the past three years have been in compliance with (i) all applicable Laws
respecting labor, employment and employment practices including, without limitation, all Laws respecting terms and conditions of employment,
background checks, hiring, promotions, employee privacy, worker classification, health and safety, working conditions, meal and rest periods,
wage payment, wages and hours, pay equity, overtime, child labor, immigration and work authorizations, employment eligibility verification,
employment harassment and discrimination, retaliation, disability rights or benefits, accommodations, leaves of absence, paid sick leave,
equal employment opportunity, fair employment practices, plant closures and layoffs, reduction in force, affirmative action, workers’
compensation, labor relations and collective bargaining, discipline, termination, social welfare obligations and unemployment insurance,
notification of employment terms, travel expenses, recuperation pay, pension arrangement and statutory severance pay (as applicable),
engaging employees through manpower agencies and/ or through services providers in accordance with the Israeli Law for Strengthening the
Enforcement of Labor Laws, 2011, and (ii) all obligations of the Company or any Company Subsidiary under any employment agreement, consulting
agreement, severance agreement, Collective Bargaining Agreement or any other employment or labor-related Contract or understanding, in
each case, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company
Subsidiaries, taken as a whole. Neither the Company nor any Company Subsidiary have incurred, and no circumstances exist under which the
Company or any Company Subsidiary would reasonably be expected to incur, any material liability arising from (i) the failure to pay wages
(including overtime wages) or to make any statutory required social contributions, (ii) the misclassification of any independent contractors
or other non-employee workers, or (iii) the misclassification of any employees as exempt from the overtime requirements of applicable
wage and hour Laws, in each case, except as would not, individually or in the aggregate, reasonably be expected to be material to the
Company and the Company Subsidiaries, taken as a whole.

(f) For the past three years, neither the Company nor any Company Subsidiary have implemented or effectuated a “mass layoff”
or “plant closing” as defined under the Worker Adjustment and Retraining Notification Act of 1988 or by any equivalent foreign
or state Law (each a “ WARN Act ”) or other employment decision sufficient in number to trigger application of an applicable
WARN Act, nor is any “mass layoff” or “plant closing” expected. No employee of the Company or any Company Subsidiary
is on furlough or temporary layoff or working hours that have been involuntarily reduced by 50% or more.

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(g) Except as, individually or in the aggregate, would not reasonably be expected to be material to the Company and the Company Subsidiaries,
taken as a whole, as of the date hereof, there are no and for the past three years have been no Proceedings pending or, to the Knowledge
of the Company, threatened based on, arising out of, in connection with, or otherwise relating to any applicant for employment, any current
or former employee, any current or former individual independent contractor (including those providing or who provided services through
sole proprietorships or entities wholly owned and operated by them), any other non-employee service provider (including workers provided
through temporary staffing agencies or service contractors), or any other labor or employment matter.

(h) To the Knowledge of the Company, no current employee with a position at the Vice President level or higher, intends to terminate
his or her employment or retire prior to the one-year anniversary of the Closing.

(i) For the past three
(3) years, no material allegations of sexual harassment, discriminatory harassment, sexual assault, or sexual misconduct have been
made or threatened by or against any current or former officer, director, executive, manager, or employee of the Company or any
Company Subsidiary at the managerial level or higher relating to their capacity as such and neither the Company nor any Company
Subsidiary has entered into any settlement or separation agreements related to any such allegation of sexual harassment, sexual
assault or sexual misconduct. The Company and each Company Subsidiary have promptly, impartially and reasonably investigated all
sexual harassment, discrimination and discriminatory harassment, sexual assault, sexual misconduct and retaliation allegations made
against such individuals of which the Company or any Company Subsidiary are or were aware, and for each such allegation with
potential merit, the Company or any Company Subsidiary has taken prompt, reasonable corrective actions reasonably calculated to
prevent further harassment. Neither the Company nor any Company Subsidiary reasonably expects any material liability with respect to
any such allegations and, to the Knowledge of the Company, there are no such allegations, that, if known to the public, would bring
the Company or any Company Subsidiary into material disrepute.

(j) Solely with respect
to employees of the Company or any Company Subsidiary who reside or work in Israel (“ Israeli Employees ”): (i)
neither the Company nor any Company Subsidiary has or is subject to, and no Israeli Employee of the Company or any Company
Subsidiary benefits from, any extension order (tzavei harchava) (other than extension orders applicable to all employers in
Israel and no employee of the Company or any of its Subsidiaries benefits from any such extension orders); and (ii) all current and
former Israeli Employees that are or were employed by the Company or any Company Subsidiary are, and were, lawfully subject to the
arrangement under Section 14 of the Israeli Severance Pay Law – 1963 (the “ Section 14 Arrangement ”) during
such individual’s entire period of engagement with the Company or the applicable Company Subsidiary and such Section 14
Arrangement was properly applied in accordance with the terms of the general permit issued by the Israeli Labor Minister regarding
such individual based on their full determining salaries and from their commencement date of employment, and upon termination of
their employment the Company or any Company Subsidiary shall be under no obligation to pay any additional severance amounts. To the
knowledge of the Company, the Company and the Company’s Subsidiaries have not engaged any Israeli Employees whose employment
would require special approvals from any Governmental Entity. Except for matters that have not resulted in and would not,
individually or in the aggregate, result in material liabilities to the Company and any Company Subsidiaries, taken as a whole, all
amounts that the Company and the Company’s Subsidiaries are legally or contractually required either (x) to deduct from
their Israeli Employees’ salaries or to transfer to such Israeli Employees’ pension or provident, life insurance,
incapacity insurance, continuing education fund or other similar funds or (y) to withhold from their Israeli Employees’
salaries and benefits and to pay to any Governmental Entity as required by any applicable Law, or otherwise have, in each case, been
duly deducted, transferred, withheld and paid (other than routine payments, deductions or withholdings to be timely made in the
normal course of business and consistent with past practice).

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3.11 Contracts.

(a) Section 3.11(a) of the Company Disclosure Schedule sets forth, as of the date hereof, a true and complete list of each
Contract to which the Company or any Company Subsidiary is a party or by which their respective properties or assets are bound, and which
falls within any of the following categories:

(i) any
joint venture, partnership, limited liability or other similar Contract related to the formation, creation, operation, management or
control of any partnership, limited liability company or joint venture in which the Company or any Company Subsidiary owns any interest,
or any Contract involving a sharing of any revenues, profits, losses, costs, or liabilities of the Company or any Company Subsidiary;

(ii) any Contract that by its terms requires future payments (A) by the Company or any Company Subsidiary of more than $350,000 in any
one year period or (B) to the Company or any Company Subsidiary of more than $1,000,000 in any one year period, in each case, that cannot
be terminated on less than ninety (90) days’ notice without payment or penalty;

(iii) any Contract that grants any right of first refusal or right of first offer or imposes any other similar restriction or obligation
that, in each case, limits in any material respect the ability of the Company or any Company Subsidiary (or Parent and its affiliates
after the Effective Time) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets;

(iv) any Contract that
materially limits the freedom of the Company or any Company Subsidiary (or Parent and its affiliates after the Effective Time) to
engage in any line of business, compete with any Person or purchase, sell, supply or distribute any product or service, in each
case, in any geographic area;

(v) any Contract related to the acquisition, disposition or other merger, reorganization or business combination that contains, covenants,
indemnities, “earn-out” provisions or other contingent payment obligations that would reasonably be expected to result in
future payments by the Company or a Company Subsidiary in excess of $250,000;

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(vi) any Contract that by its terms gives any Person the express right to acquire legal ownership of any assets owned by the Company
or any Company Subsidiary (excluding ordinary course commitments to purchase Company Products) after the date hereof with consideration
of more than $250,000;

(vii) any Contract relating to indebtedness for borrowed money or any financial guaranty (including any guaranty by the Company or any
Company Subsidiary of any obligations of any third party), in each case pertaining to indebtedness in excess of $250,000;

(viii) any Collective Bargaining Agreement;

(ix) any Contract with any Person that is one of the top 20 customers of the Company and the Company Subsidiaries (as measured by total
revenue for the fiscal year ending December 31, 2025);

(x) any Contract with any Person that is one of the top 20 vendors of the Company and the Company Subsidiaries (as measured by expenditures
for the fiscal year ending December 31, 2025);

(xi) any lease or sublease with respect to the Company Leased Real Property that is material to the conduct of the Company’s and
the Company Subsidiaries’ business as currently conducted;

(xii) any Contract pursuant to which the Company or any Company Subsidiary assigns or licenses to a third party or otherwise grants the
right to use or exploit or covenants not to assert any Intellectual Property that is material to the conduct of the Company’s and
the Company Subsidiaries’ business as currently conducted, except (A) non-exclusive licenses granted to employees, consultants,
independent contractors, service providers, suppliers and other vendors of the Company or any Company Subsidiary solely to provide services
to the Company or any Company Subsidiary, (B) non-exclusive licenses authorizing limited use of brand materials, feedback, or other Intellectual
Property (excluding source code for any Software that is Company Owned Intellectual Property (other than as part of software development
kits) and trade secrets that are Company Owned Intellectual Property), which licenses are incidental to the primary purpose of the Contract,
and which Contracts are entered into in the ordinary course of business, and (C) non-exclusive licenses granted to customers by the Company
or any Company Subsidiaries for use of Company Products in the ordinary course of business;

(xiii) any
Contract pursuant to which the Company or any Company Subsidiary licenses from a third party or otherwise is granted the right to
use or exploit or is the beneficiary of a covenant not to assert with respect to any Intellectual Property that is material to the
conduct of the Company’s and the Company Subsidiaries’ business as currently conducted, except (A) shrink wrap, click
through or off-the-shelf software licenses to non-customized third party software that is not incorporated into a Company Product,
(B) non-exclusive licenses authorizing limited use of brand materials, feedback, or other Intellectual Property, which licenses are
licenses incidental to the primary purpose of the Contract, and (C) licenses of any Open Source Materials;

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(xiv) any settlement agreement or similar Contract restricting in any material respect the operations or conduct of the Company or any
Company Subsidiary or any of their respective affiliates (including Parent or any Parent Subsidiary after the Effective Time);

(xv) any Contract
(including any side letter) governing or amending, modifying, supplementing or otherwise relating to the 2026 Notes or the Secured
Notes;

(xvi) any Contract involving derivative financial instruments or arrangements (including swaps, caps, floors, futures, forward contracts
and option agreements) for which the aggregate exposure (or aggregate value) to the Company and the Company Subsidiaries is reasonably
expected to be in excess of $100,000 or with a notional value in excess of $100,000;

(xvii) any Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than
a wholly owned Company Subsidiary) of the Company or any Company Subsidiary, any beneficial owner, directly or indirectly, of more than
five percent (5%) of the number or voting power of the shares of Company Common Stock or any of their respective “associates”
or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand,
including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director,
affiliate, beneficial owner, associate or immediate family member;

(xviii) any Contract that contains any exclusivity rights or “most favored nations” provisions or minimum use, supply or display
requirements that are binding on the Company or any Company Subsidiary (including Parent or any Parent Subsidiary after the Effective
Time);

(xix) any Contract providing for (A) any severance, termination payment, or advance notice of termination to any employee or individual
independent contractor (or any other Person contracted to provide services that is controlled by an individual independent contractor)
of the Company or any Company Subsidiary (except for Contracts providing for no greater notice nor greater statutory severance pay than
is required by applicable Law and Contracts with individual independent contractors providing for an advance notice period of thirty (30)
days or less that can be terminated without material liability to the Company or any Company Subsidiary) or (B) retention payments, change
of control payments, accelerated vesting or any other payment or benefit that may or will become due as a result of the Merger or any
other transaction contemplated by this Agreement;

(xx) any Contract between
the Company or any Company Subsidiary, on the one hand, and any Governmental Entity or prime contractor or subcontractor of a
Governmental Entity, on the other hand;

(xxi) any Contract that by its terms expressly obligates the Company or any Company Subsidiary to make any capital investment or capital
expenditure outside the ordinary course of business and in excess of $250,000; and

(xxii) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), other than
a Company Benefit Plan.

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(b) Each Contract of the type described in this Section 3.11(a) is referred to herein as a “ Company Material Contract.”
True and complete copies of each Company Material Contract in effect as of the date hereof has been made available to Parent (including
pursuant to agreed-upon procedures to protect competitively sensitive information) or publicly filed with the SEC.

(c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse
Effect: (i) each Company Material Contract is a legally valid and enforceable obligation of the Company or the Company Subsidiary
party thereto, in accordance with its terms, subject to applicable Enforceability Limitations; (ii) each Company Material Contract
is in full force and effect, (iii) none of the Company or any Company Subsidiary is in breach or default under any Company Material
Contract to which it is a party or by which it or any of its properties or assets is bound or affected and (iv) neither the Company, any
of the Company Subsidiaries nor, to the Knowledge of the Company, any other party to a Company Material Contract has terminated or failed
to renew any Company Material Contract or given notice of any termination or intent to not renew thereunder, nor, to the Knowledge of
the Company, has the other party to a Company Material Contract stated (orally or in writing) that it does not intend to renew that agreement
on terms substantially the same as, or no less favorable in any material respect to the Company and Company Subsidiaries than, the current
agreement.

3.12 Permits. The Company and each Company Subsidiary (a) holds all authorizations, licenses, permits, certificates, variances,
exemptions, approvals, orders, registrations and clearances of any Governmental Entity and (b) has filed all tariffs, reports, notices
and other documents with any Governmental Entity, in the case of each of the foregoing clauses (a) and (b), that is necessary for the
Company and each Company Subsidiary to own, lease and operate its properties and assets, and to carry on and operate its businesses as
currently conducted (collectively, the “ Company Permits ”); and (b) is, and since January 1, 2023, has been in compliance
with all the terms and conditions of all Company Permits, except where the failure to comply with, to have, or the suspension or cancellation
of, or failure to be valid or in full force and effect of, any of the Company Permits has not had and would not reasonably be expected
to have, individually or in the aggregate, a Company Material Adverse Effect.

3.13 Litigation. As of the date hereof, there are no Proceedings pending, or to the Knowledge of the Company, threatened against
the Company or any of the Company Subsidiaries or any of their respective assets or properties or any of the officers or directors of
the Company, nor have there been any such Proceedings within the past three (3) years, except, in each case, for those that have not had
and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or that challenges the
validity or propriety of the transactions contemplated hereby. Neither the Company nor any of the Company Subsidiaries is subject to any
Order that has or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

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3.14 Environmental Matters. Except as has not had or would not reasonably be expected to have, individually or in the aggregate,
a Company Material Adverse Effect (a) each of the Company and the Company Subsidiaries is, and since January 1, 2023, has been, in
compliance with all Environmental Laws and each has all Environmental Permits necessary for the conduct and operation of their respective
businesses as now being conducted, and all such Environmental Permits are in good standing; (b) none of the Company or any Company Subsidiary
has received any written notice, demand, letter or claim alleging that the Company or any Company Subsidiary is in violation of, or liable
under, any Environmental Law, in each case, that remains pending or unresolved; (c) there has been no Release of or exposure of any Person
to any Hazardous Substance by the Company, any Company Subsidiary, or, to the Knowledge of the Company, any other Person that has given
rise or would reasonably be expected to give rise to any liability of the Company or any Company Subsidiary under Environmental Law, including
at, in, on, under or from any Company Leased Real Property or, to the Knowledge of the Company, at, in, on, under or from any real property
formerly owned, leased or operated by the Company or any Company Subsidiary; (d) none of the Company or any Company Subsidiary has entered
into or agreed to any consent decree or order, or is subject to any judgment, decree or judicial order, relating to compliance with Environmental
Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Substances
and no investigation, litigation or other proceeding is pending or, to the Knowledge of the Company, threatened with respect thereto;
(e) none of the Company or any Company Subsidiary has assumed by Contract or by operation of Law any liabilities or obligations of any
other Person under Environmental Law; and (f) the Company has made available to Parent copies of all reports, audits, assessments, and
other similar material documents in the possession of the Company or any Company Subsidiary with respect to the environmental condition
of the Company Leased Real Property or the Company’s or any Company Subsidiary’s compliance with Environmental Law.

3.15 Intellectual Property.

(a) Section 3.15(a) of the Company Disclosure Schedule sets forth a complete list of all (i) issued patents and pending
patent applications, (ii) trademark and service mark registrations and applications, (iii) copyright registrations, (iv) design registrations
and applications, and (v) internet domain name registrations, in each case that are owned or purported to be owned by the Company or any
of the Company Subsidiaries (collectively, the “ Company Registered Intellectual Property ”). Except as would not reasonably
be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (A) each item of Company Registered Intellectual
Property is subsisting, valid and enforceable, and (B) no Proceeding is pending or, to the Knowledge of the Company, is threatened, that
challenges the validity, enforceability, registration, use, ownership or scope of any Company Registered Intellectual Property (other
than office actions in connection with applications for the registration or issuance of any Company Registered Intellectual Property).
Each item of material Company Registered Intellectual Property (x) has not been abandoned or cancelled, (y) has been maintained effective
by all requisite filings, renewals and payments, and (z) remains in full force and effect.

(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each
item of Company Owned Intellectual Property is owned exclusively by the Company or a Company Subsidiary, free and clear of all Liens (other
than Permitted Liens), (ii) none of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company
of the Merger or any other transaction contemplated by this Agreement will (with or without notice or lapse of time, or both) result in
the loss, forfeiture, termination, or impairment of, or give rise to a right of any Person to limit, terminate, or consent to the continued
use of, any rights of the Company or any of Company Subsidiaries in any Company Owned Intellectual Property or any other Intellectual
Property that is used or held for use in the conduct of the business of the Company and the Company Subsidiaries as currently conducted
that is licensed by the Company or any Company Subsidiaries pursuant to a Company Material Contract, and (iii) the Company owns and possesses
all right, title and interest in and to (or has the right pursuant to a valid and enforceable license or otherwise possesses legally enforceable
rights to use) all Intellectual Property that is used or held for use in the conduct of the business of the Company and the Company Subsidiaries
as currently conducted.

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(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither
the Company nor any of the Company Subsidiaries is infringing, misappropriating, diluting, or otherwise violating the Intellectual Property
rights of any Person. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse
Effect, neither the Company nor any of the Company Subsidiaries has received any written (or, to the Knowledge of the Company, oral) charge,
complaint, claim, demand, or notice since January 1, 2023 (or earlier, if presently not resolved) alleging that the Company or any Company
Subsidiary has infringed, misappropriated, diluted or otherwise violated the Intellectual Property rights of any Person. Except as would
not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) to the Knowledge of the Company,
no Person is infringing, misappropriating, diluting or otherwise violating any Company Owned Intellectual Property, and (ii) neither the
Company nor any of the Company Subsidiaries has made or asserted any written charge, complaint, claim, demand or notice since January
1, 2023 (or earlier, if presently not resolved) alleging any such infringement, misappropriation, dilution, or violation.

(d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company
has maintained all Trade Secrets included in the Company Owned Intellectual Property in confidence in accordance with procedures customarily
used in the industry to protect rights of like importance and, to the Knowledge of the Company, there have been no unauthorized use or
disclosure of any such Trade Secrets.

(e) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all
former and current officers, directors, employees, personnel, consultants, advisors, agents, and independent contractors of the Company
and the Company Subsidiaries, and each of their predecessors, who have contributed to or participated in the conception and development
of Intellectual Property for such entities have entered into valid and binding proprietary rights agreements with the Company or one of
the Company Subsidiaries or predecessors, vesting ownership of such Intellectual Property in the Company of a Company Subsidiary, and
(ii) no such Person has asserted, and no such Person has, any right, title, interest or other claim in, or the right to receive any royalties
or other consideration with respect to, any Company Owned Intellectual Property.

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(f) Neither the Company
nor any Company Subsidiary has received any support, funding, resources or assistance from any Governmental Entities, academic
institutions, or research centers in the development of any Company Product, Software, technology or Intellectual Property that
resulted in, or will result in, such third parties being granted any rights or licenses to, or ownership interest in, any Company
Owned Intellectual Property that is material to the business of the Company or the Company Subsidiaries.

(g) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Open
Source Material is used or compiled together with, or is otherwise linked or distributed with or incorporated into, any Software included
in the Company Owned Intellectual Property in a manner that would require any portion of such Software (except the unmodified Open Source
Material) be (i) disclosed or distributed in source code form, (ii) licensed for the purpose of making derivative works, or
(iii) redistributable at no charge or minimal charge, or that otherwise grants to any other Person any right, immunity or license
to any Company Owned Intellectual Property.

(h) Neither the Company nor any of the Company Subsidiaries have delivered, licensed or made available, or are under a duty or obligation
(whether present, contingent, or otherwise) to deliver, license or make available, the source code for any Software that is Company Owned
Intellectual Property to any escrow agent or other Person who is not an employee or consultant acting on behalf of the Company or any
of the Company Subsidiaries (other than as part of software development kits).

(i) Except as would not
reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Company Product contains
“back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,”
“worm,” “spyware” or “adware” (as such terms are commonly understood in the software industry)
or any other code designed or intended to have, or capable of performing or facilitating, any of the following functions: (i)
disrupting, disabling, harming, or otherwise impeding in any manner the operation of, or providing unauthorized access to, a
computer system or network or other device on which such code is stored or installed; or (ii) compromising the privacy or data
security of a user or damaging or destroying any data or file without the user’s consent.

(j) Except as would not
reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the computers, servers,
workstations, routers, hubs, switches, circuits, and all other information technology assets and equipment owned, leased, or
licensed by the Company or any of the Company Subsidiaries and used by them in the conduct of their businesses (“ Company IT
Assets ”) operate and perform as required by the Company and the Company Subsidiaries for the conduct of their businesses
as currently conducted, and have not malfunctioned or failed since January 1, 2023.

(k) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company
and the Company Subsidiaries have (i) obtained all licenses and consents, provided all notices and disclosures, and taken all other steps,
in each case to the extent required by applicable laws in order to collect and use all Training Data and AI Inputs used, or held for use,
in connection with the conduct of the Company’s or any Company Subsidiaries’ business (including as needed to use Training
Data to develop, train, refine, fine tune, test or ‎improve ‎the Company’s and Company Subsidiaries’ AI Technologies),
and (ii) complied with all use restrictions and other requirements set forth in any Company Material Contract (including any website terms
of use or terms of service) governing the collection and use of such Training Data and AI Inputs, including the collection of Scraped
Dataset.

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(l) The
Company and Company Subsidiaries have implemented commercially reasonable processes and policies (i) relating to the ethical or responsible
use of AI Technologies at and by Company and Company Subsidiaries and (ii) designed to ensure that the Company AI Products can be reproduced,
retrained, debugged and modified in a manner consistent with industry standard procedures. Except as would not reasonably be expected
to have, individually or in the aggregate, a Company Material Adverse Effect, to the Knowledge of the Company, there has been no (i)
actual or alleged non-compliance with any such policies or claims or allegations challenging the Company’s ethical use of AI Technologies;
(ii) no complaint, claim, proceeding, litigation or governmental inquiry or investigation alleging that, or questioning whether, Training
Data used in the development, training, fine tuning, improvement or testing of any Company Product was biased, untrustworthy or manipulated
in an unethical or unscientific way, and no report, finding or impact assessment of any internal or external auditor or other third party
that makes any such allegation; or (iii) no written request for information or testimony from regulators or legislators concerning any
Company Product or related AI Technologies.

3.16 Data Privacy and Security.

(a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company
and each of the Company Subsidiaries complies, and to the Knowledge of the Company, all affiliates and/or third parties with respect to
the Processing of Personal Information on behalf of, and/or sharing Personal Information with, the Company or any Company Subsidiary (collectively,
“ Data Partners ”), has for the past three (3) years complied with (i) policies and/or notices relating to privacy, security,
or the Processing of Personal Information, (ii) contractual commitments related to privacy, security, or the Processing of Personal Information,
and (iii) Privacy and Security Laws (collectively, “ Privacy Requirements ”). Except as would not reasonably be expected
to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have at all times provided
all required notices, and obtained all necessary consents, to Process Personal Information by or for the Company or any of its Subsidiaries.

(b) Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and
each of the Company Subsidiaries have at all times implemented, maintained and complied with commercially reasonable technical, physical,
and organizational measures, including a written information security program, that complies with Privacy Requirements and is designed
to protect Personal Information and other confidential information in their possession or under their control against Security Incidents,
and required all Data Partners to at all times implement, maintain and comply with, commercially reasonable technical, physical, and organizational
measures. The Company and the Company Subsidiaries regularly test their written information security program by conducting security audits,
penetration tests, and/or vulnerability scans, and, except as would not reasonably be expected to be material to the Company and its Subsidiaries,
taken as a whole, the Company nor any Company Subsidiary has identified any high or critical vulnerabilities that have not been fully
remediated. To the Knowledge of the Company, neither the Company nor any Company Subsidiary, nor any Data Partner with respect to its
Processing of Personal Information on behalf of the Company or any Company Subsidiary, has experienced any material Security Incidents.

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(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company
has developed, used and deployed the Company AI Products in compliance with all Privacy Requirements. Except as would not reasonably be
expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company has obtained all consents, provided
all notices, and taken all other steps required by the Privacy Requirements to collect, use, or otherwise Process any AI Input in connection
with the Company AI Products, including to train, validate, test, or improve such Company AI Products. No Personal Information was or
is used to train, validate, test, or improve the Company AI Products. The Company has not included and does not include any Personal Information
in any AI Input, except in cases where such AI Input is not used to train, validate, test, or improve the Company AI Products or any third-party
AI Technologies. The Company has implemented processes to ensure that (i) no AI Input or AI Output contains any Personal Information,
and (ii) no Company AI Product is used by the Company in furtherance of a decision that produces a legal or similarly significant effect
concerning individuals, or for the purpose of “automated decision-making” or “profiling” of individuals, as such
terms are defined under Privacy Requirements or other applicable Laws.

(d) Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, in relation to
any Security Incident and/or actual, alleged, or potential violation of a Privacy Requirement, neither the Company nor any Company Subsidiary
has (i) notified or been required to notify any Person, or (ii) received any notice, claim, or complaint from any Person, or been the
subject of any investigation or enforcement action by any Person.

(e) The execution, delivery, and performance of this Agreement and the Merger does not and will not materially conflict with or result
in a material violation or breach of any Privacy Requirements or require the consent of or provision of notice to any Person concerning
such Person’s Personal Information.

3.17 Tax Matters.

(a) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse
Effect:

(i) all
Tax Returns required to be filed by the Company and the Company Subsidiaries have been timely filed (taking into account any extension
of time within which to file) with the appropriate Governmental Entity and all such Tax Returns are true, correct and complete in all
respects;

(ii) all Taxes payable by
the Company and the Company Subsidiaries (whether or not shown to be due and payable on any Tax Return) have been fully and timely
paid to the appropriate Governmental Entity;

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(iii) the unpaid Taxes of
the Company and the Company Subsidiaries did not, as of the date of the most recent Company Financial Statements, exceed the reserve
for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income)
set forth on the face of the balance sheets included in such Company Financial Statements (rather than in any notes thereto). Since
the date of the most recent Company Financial Statements, the Company and the Company Subsidiaries have not incurred any liability
for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice;

(iv) the Company and the
Company Subsidiaries have (i) timely paid, deducted, withheld and collected all amounts in respect of Taxes required to be paid,
deducted, withheld or collected by any of them with respect to any payment owing to, or received from, their employees, creditors,
independent contractors, customers and other third parties (and have timely paid over any amounts so withheld, deducted or collected
to the appropriate Governmental Entity), and (ii) otherwise complied with all withholding Tax requirements imposed on or with
respect to the Company and the Company Subsidiaries;

(v) no written agreements, consents, extensions or waivers have been entered into, given or requested with respect to the assessment
or payment of any Taxes or the filing of Tax Returns of the Company or any Company Subsidiary (other than extension of time to file Tax
Returns obtained in the ordinary course of business consistent with past practice for the filing of Tax Returns);

(vi) no claim, assessment,
adjustment or deficiency for any amount of Taxes has been asserted or threatened in writing by any Governmental Entity against the
Company or any Company Subsidiary, except for claims, assessments, adjustments or deficiencies being contested in good faith by
appropriate Proceedings for which adequate reserves have been established in accordance with GAAP on the financial statements of the
Company and the Company Subsidiaries;

(vii) there are no disputes, audits, examinations, investigations or other Proceedings in progress, or to the Knowledge of the Company,
pending or threatened, by any Governmental Entity with respect to any Taxes or Tax Returns of the Company or any Company Subsidiary;

(viii) in
the past six years, no Governmental Entity has made an assertion in writing to the Company or any Company Subsidiary in a
jurisdiction where the Company or any Company Subsidiary does not currently file a Tax Return that the Company and/or Company
Subsidiary is, was or may be subject to any Tax, or required to file Tax Returns, in such jurisdiction;

(ix) neither the Company
nor any Company Subsidiary (A) is a party to any Tax-allocation, Tax-sharing, Tax-indemnity or similar agreement (not including, for
the avoidance of doubt (I) an agreement or arrangement solely between or among the Company and/or any of the Company Subsidiaries or
(II) any customary commercial Contract not primarily related to Taxes and entered into in the ordinary course of business) or (B)
has requested or is subject to any IRS private letter ruling or closing agreement (within the meaning of Section 7121(a) of the Code
or any similar or analogous provision of state, local or non-U.S. Tax Law) or any comparable ruling from or agreement with any other
Governmental Entity;

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(x) neither the Company nor any Company Subsidiary (A) has been a member of an affiliated group of corporations within the meaning
of Section 1504 of the Code (other than a group the common parent of which is or was the Company) or (B) has any liability for Taxes of
any Person (other than the Company or the Company 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 (other than any customary commercial Contract not primarily
related to Taxes and entered into the ordinary course of business), or otherwise by operation of Law;

(xi) there are no Liens for Taxes upon any property or assets of the Company or the Company Subsidiaries, other than Permitted Liens;

(xii) neither the Company nor any Company Subsidiary has participated in any “listed transaction” within the meaning of Treasury
Regulations Section 1.6011-4(b)(2) (or under a similar provision of state, local, or non-U.S. Tax Law);

(xiii) neither the Company nor any Company Subsidiary (i) will be required to include a material item of income in, or exclude a material
item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of (A)
a change in method of accounting, or use of an improper method of accounting, in each case, occurring prior to the Closing Date, (B) any
installment sale or other transaction on or prior to the Closing Date, or (C) a prepaid amount received (or deferred revenue recognized)
or paid, prior to the Closing Date or (ii) has made an election pursuant to Section 965(h) of the Code;

(xiv) neither the Company nor any Company Subsidiary (i) has been a United States real property holding corporation within the meaning
of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (ii) has been a stockholder
of a “controlled foreign corporation” as defined in Section 957 of the Code (or any similar provision of state, local or non-U.S.
Tax Law); (iii) has been a “personal holding company” as defined in Section 542 of the Code (or any similar provision of state,
local or non-U.S. Tax Law); (iv) has been a stockholder of a “passive foreign investment company” within the meaning of Section
1297 of the Code; or (v) has engaged in a trade or business, had a permanent establishment (within the meaning of an applicable Tax treaty)
or otherwise become subject to Tax jurisdiction in a country other than the country of its formation;

(xv) the Company has treated the 2026 Notes, the First Lien Notes and the Second Lien Notes as debt for U.S. federal income tax and
financial accounting purposes and, except to the extent otherwise required by a change in applicable Law or GAAP after the date hereof,
will continue to treat the 2026 Notes, the First Lien Notes and the Second Lien Notes as debt for U.S. federal income tax and financial
accounting purposes at all times through and immediately after the Effective Time; and

(xvi) neither the Company nor any Company Subsidiary has constituted either a “distributing corporation” or a “controlled
corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free
treatment under Section 355 of the Code (or any similar provision of state, local, or non-U.S. Tax Law) in the two years prior to
the date hereof.

(b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary makes any representation
or warranty as to the amount, limitation on, existence or availability of any net operating loss carryforward, capital loss carryforward,
Tax credit carryforward or other Tax attribute of the Company or any Company Subsidiary with respect to any taxable period (or portion
thereof) beginning after the Closing Date.

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3.18 Real Property; Title to Assets.

(a) Neither the Company nor any of the Company Subsidiaries owns, or has ever (or, in the case of each Company Subsidiary, for so long
as such Person has been a Subsidiary of the Company) owned, any real property.

(b) Section 3.18(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all material real property
leased, subleased or otherwise occupied by the Company or any of the Company Subsidiaries (collectively, the “ Company Leased
Real Property ”), (ii) the address for such Company Leased Real Property, and (iii) a description of the applicable lease, sublease
or other agreement therefore and any and all amendments and modifications relating thereto (collectively, the “ Company Real Property
Leases ”).

(c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse
Effect, neither the Company nor any of the Company Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation
or other similar Proceedings that are pending, and to the Knowledge of the Company there are no such Proceedings threatened, affecting
any portion of the Company Leased Real Property.

(d) The Company or a Company Subsidiary has good and marketable title to, or a valid and binding leasehold or other interest in, all
tangible personal property necessary for the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, as
currently conducted, free and clear of all Liens (except for Permitted Liens); except as has not had and would not reasonably be expected
to have, individually or in the aggregate, a Company Material Adverse Effect.

3.19 Anti-Corruption.

(a) The Company, each Company Subsidiary, and each Company Representative is and, since January 1, 2021, has been in compliance with
the Anti-Corruption Laws.

(b) Neither the Company nor any Company Subsidiary nor any of their respective officers, managers, directors, employees, nor, to the
Knowledge of the Company, any of their agents, representatives, or other Persons acting for or on behalf of the Company or any Company
Subsidiary have made any corrupt payment or corruptly given, offered, paid, promised, authorized, solicited, or received, or agreed to
give or receive, any money or thing of value, directly or indirectly, to or from any Person, including any Government Official, in each
case in violation of applicable Anti-Corruption Laws.

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(c) Neither the Company nor any Company Subsidiary nor any Company Representative acting for or on behalf of the Company or any Company
Subsidiary has made any voluntary or involuntary disclosure to any Governmental Entity under the Anti-Corruption Laws, and there have
been no actual, suspected, or threatened written or, to the Knowledge of the Company, oral allegations, inquiries, investigations (internal
or governmental), enforcement actions by any Governmental Entity, or whistleblower reports regarding compliance by the Company, any Company
Subsidiary, or any Company Representative with Anti-Corruption Laws, and no Governmental Entity has assessed any fine or penalty against
the Company, any Company Subsidiary, or any Company Representative, or issued any warning letter to the Company, any Company Subsidiary,
or any Company Representative, with regard to compliance with Anti-Corruption Laws.

(d) The Company and the Company Subsidiaries have established and maintain and enforce policies and procedures reasonably designed
to promote and achieve compliance with the Anti-Corruption Laws applicable to the Company and the Company Subsidiaries.

3.20 International Trade.

(a) None of the Company or any Company Subsidiary or, in each case, any of its respective officers, managers, directors, employees,
nor to the Knowledge of the Company, any of the Company’s or any Company Subsidiary’s agents, representatives, or other Persons
that act for or on behalf of the Company or any Company Subsidiary is currently, or since April 24, 2019, has been, (i) a Sanctioned Person
or engaged in transactions, dealings, or activities that might reasonably cause such Person to become a Sanctioned Person; (ii) engaged
in any dealings or transactions with, involving or for the benefit of any Sanctioned Person or in or with any Sanctioned Country; or (iii)
otherwise in violation of applicable Sanctions.

(b) The Company and the Company Subsidiaries, and its and their officers, managers, directors, employees, and to the Knowledge of the
Company, the Company’s and the Company Subsidiaries’ agents, representatives, and other Persons that act for or on behalf
of the Company or the Company Subsidiaries is and, since five years prior to the date of this Agreement, has been in compliance, (i) has
been in compliance, in all material respects, with all Trade Compliance Laws, and (ii) has not been subject to debarment or list-based
designations under any Trade Compliance Laws.

(c) Since April 24, 2019, the Company and the Company Subsidiaries have not made any voluntary or involuntary disclosure to any Governmental
Entity regarding the actual or possible violations of Sanctions or Trade Compliance Laws, and there have been no actual or threatened
inquiries, allegations, requests for information, investigations, or enforcement actions by any Governmental Entity regarding the actual
or possible violation of Sanctions or Trade Compliance Laws by the Company or any Company Subsidiary, and no Governmental Entity has assessed
any fine or penalty against, or issued any warning letter to, the Company or any Company Subsidiary with regard to compliance with Sanctions
or Trade Compliance Laws.

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(d) The Company and the Company Subsidiaries have, since April 24, 2019, implemented and maintain policies and procedures to promote
compliance with Sanctions and Trade Compliance Laws.

(e) None of the products or materials imported by, for or on behalf of the Company or the Company Subsidiaries, for which final liquidation
has not yet occurred is subject to or otherwise covered by an antidumping duty order or countervailing duty order that remains in effect
or is subject to or otherwise covered by any pending antidumping or countervailing duty investigation by any Governmental Entity.

(f) The Company and the Company Subsidiaries are not importing and have not imported, products or materials mined, produced, or manufactured,
wholly or in part, with the use of forced labor or mined, produced, or manufactured, wholly or in part, in the Xinjiang Uyghur Autonomous
Region or by an entity on the Uyghur Forced Labor Prevention Act Entity List.

3.21 Opinion of Financial Advisor. The Company Board has received the opinion (the “ Company Fairness Opinion ”)
of Houlihan Lokey Capital, Inc. (“ Houlihan Lokey ”), to the effect that, as of the date of the Company Fairness Opinion,
and based upon and subject to the various qualifications, assumptions, limitations and other matters set forth therein, the Per Share
Merger Consideration to be received by the holders of Company Common Stock for their shares of Company Common Stock in the Merger pursuant
to this Agreement was fair, from a financial point of view, to such holders (solely in their capacity as holders of Company Common Stock).
The Company shall make available to Parent a copy of such opinion as soon as practicable following the execution of this Agreement for
informational purposes only.

3.22 Information Supplied. The information supplied or to be supplied by the Company in writing expressly for inclusion or incorporation
in the Registration Statement shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein
not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information
supplied by the Parent Parties or any of their respective Parent Representatives for inclusion therein. The information supplied or to
be supplied by the Company in writing expressly for inclusion in the Proxy Statement/Prospectus, which shall be included in the Registration
Statement, shall not, on the date(s) the Proxy Statement/Prospectus is first mailed to the stockholders of the Company, or at the time
of the Company Stockholders Meeting, or at the Effective Time, contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based
on information supplied by the Parent Parties or any of their respective Parent Representatives for inclusion therein.

3.23 Takeover Statutes. The Company Board has approved this Agreement and the transactions contemplated hereby and has taken
all such other necessary actions as required to render inapplicable to this Agreement and the transactions contemplated hereby the provisions
of any potentially applicable takeover Laws of any state, including any “moratorium,” “control share,” “fair
price,” “takeover” or “interested shareholder” Law or similar provision of the Company Charter or the Company
Bylaws (any of the foregoing, “ Takeover Statutes ”).

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3.24 Related Party Transactions. There are no outstanding amounts payable to or receivable from, or advances by the Company,
or any Company Subsidiary to, and neither the Company, nor any of the Company Subsidiaries is otherwise a creditor or debtor to, or party
to any Contract or transaction with, any holder of five percent (5%) or more of the shares of Company Common Stock, or any director, officer
or employee of the Company or any Company Subsidiary, or, to the Knowledge of the Company, any relative of any of the foregoing (in each
case, any such Person, a “ Company Related Party ”), except for employment or compensation agreements or arrangements
with directors, officers and employees made in the ordinary course consistent with past practice. Since January 1, 2023, there have been
no transactions or contracts between the Company or any Company Subsidiaries, on the one hand, and any affiliates (other than Company
Subsidiaries) of the Company or other Persons, on the other hand, that would be required to be reported by the Company pursuant to Item
404 of Regulation S-K promulgated by the SEC that have not been so reported.

3.25 Insurance. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse
Effect, (a) all insurance policies maintained by the Company or any Company Subsidiary, are in full force and effect and provide insurance
in such amounts and against such risks as the management of such party reasonably has determined to be prudent in accordance with industry
practices or as is required by Law, and all premiums due and payable thereon have been paid; and (b) neither the Company nor any Company
Subsidiary is in breach or default of any of the insurance policies, and neither the Company nor any Company Subsidiary has taken any
action or failed to take any action which, with notice or the lapse of time, would constitute such a breach or default or permit termination
or material modification of any of the insurance policies. Since January 1, 2023, neither the Company nor any Company Subsidiary has received
any written notice of termination or cancellation or denial of coverage with respect to any material insurance policy.

3.26 Brokers. Except for the Company’s obligations to Lazard Frères & Co. LLC and Houlihan Lokey, no broker,
investment banker, financial advisor or other Person is entitled to any brokerage, finders’, advisory or similar fee in connection
with the transactions contemplated by this Agreement, including the Merger.

3.27 No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article
3, 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, the Company Subsidiaries or their respective businesses or with respect to any other information
provided, or made available, to Parent Parties or their respective Parent Representatives or affiliates in connection with the transactions
contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither the Company nor any other
Person shall have or be subject to any liability or other obligation to the Parent Parties or their respective Parent Representatives
or affiliates or any other Person resulting from the Parent Parties’ or the Parent Representatives’ or affiliates’ use
of any information, documents, projections, forecasts or other material made available to the Parent Parties or their respective Parent
Representatives or affiliates, including any information made available in the electronic data room maintained by the Company 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 Parent Parties or their respective Parent
Representatives or in any other form in connection with the transactions contemplated by this Agreement, in each case, unless and to the
extent any such information is expressly included in a representation or warranty contained in this Article 3.

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Article
4
Representations and Warranties of Parent and MERGER SUB

Except as otherwise disclosed
or identified in the Parent SEC Documents filed or furnished by Parent with the SEC on or after January 1, 2024 and at least two Business
Days prior to the date hereof (other than forward-looking disclosures contained in the “Forward Looking Statements” and “Risk
Factors” sections of the Parent SEC Documents and any other disclosures included therein to the extent they are primarily predictive,
cautionary or forward-looking in nature, but including and historical or factual matters disclosed in such sections), each Parent Party
each hereby jointly and severally represent and warrant to the Company as follows:

4.1 Organization and Qualification. Each Parent Party is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Delaware. Parent has all requisite powers required to carry on its business as now conducted and is duly
qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary,
except in those jurisdictions where the failure to be so qualified or in good standing, when taken together, would not reasonably be expected
to have a Parent Material Adverse Effect.

4.2 Authority. Each
Parent Party has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and
to consummate the transactions contemplated hereby, including (a) in the case of Parent, the Parent Share Issuance and (b) in the
case of Merger Sub, subject to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, the Merger. The
execution and delivery of this Agreement by the Parent Parties and the consummation by the Parent Parties of the transactions
contemplated hereby, including the Parent Share Issuance (in the case of Parent) and the Merger (in the case of Merger Sub), have
been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of either Parent
Party and, except for the affirmative vote of Parent as the sole stockholder of Merger Sub in favor of the adoption of this
Agreement, no stockholder votes are necessary to adopt this Agreement or to consummate the transactions contemplated hereby. Each
Parent Party has duly and validly executed and delivered this Agreement and, assuming due and valid authorization, execution and
delivery by the other Parent Party and the Company, constitutes its legal, valid and binding obligation, enforceable against it in
accordance with its terms, except as limited by Enforceability Limitations.

4.3 No Conflict (a). The execution, delivery and performance by the Parent Parties of this Agreement and the consummation by
the Parent Parties of the transactions contemplated hereby, including the Parent Share Issuance (in the case of Parent) and the Merger
(in the case of Merger Sub), do not and will not (a) contravene, conflict with, or result in any violation or breach of any provision
of the Restated Certificate of Incorporation or the Amended and Restated Bylaws of Parent or the certificate of incorporation and bylaws
(or equivalent organizational documents) of Merger Sub or (b) assuming compliance with the matters referred to in Section 4.4,
contravene, conflict with or result in a violation or breach of any provision of any material Law.

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4.4 Required
Filings and Consents. Assuming the accuracy of the representations and warranties of the Company in Section 3.5, none
of the execution, delivery or performance of this Agreement by the Parent Parties, including the Parent Share Issuance (in the case of
Parent) and the Merger (in the case of Merger Sub), or any other transaction contemplated by this Agreement will require (with or without
notice or lapse of time, or both) any consent, approval, authorization or permit of, or filing or registration with or notification to,
any Governmental Entity, other than (a) the filing of the Certificate of Merger as required by the DGCL, (b) compliance with any
applicable requirements of any Regulatory Laws, (c) compliance with the applicable requirements of the Exchange Act, Securities Act and
any other applicable U.S. state or federal securities Laws, (d) filings with the SEC as may be required by Parent in connection with
this Agreement and the transactions contemplated hereby, and (e) where the failure to obtain such consents, approvals, authorizations
or permits of, or to make such filings, registrations with or notifications to any Governmental Entity would not reasonably be expected
to have, individually or in the aggregate, a Parent Material Adverse Effect.

4.5 SEC
Filings; Financial Statements.

(a) Parent has filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses and other documents
required to be filed or furnished by Parent with the SEC under the Securities Act or the Exchange Act since January 1, 2024 (the “ Parent
SEC Documents ”). No Parent Subsidiary is required to make any filings with the SEC.

(b) As of its respective filing date, and, if amended, as of the date of the last amendment prior to the date hereof, each Parent SEC
Document complied in all material respects with the requirements of the Exchange Act or the Securities Act, as the case may be, and the
rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document and did not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein,
in light of the circumstances under which they were made, not misleading.

(c) The consolidated financial statements of Parent included in the Parent SEC Documents (including, in each case, any notes or schedules
thereto) (the “ Parent Financial Statements ”) fairly present, in all material respects, the consolidated financial condition
and the consolidated results of operations, cash flows and changes in stockholders’ equity of Parent and the Parent Subsidiaries
(on a consolidated basis) as of the respective dates of and for the periods referred to in the Parent Financial Statements, and were prepared
in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), subject,
in the case of any interim unaudited Parent Financial Statements, to normal year-end adjustments and the absence of notes and other presentation
items.

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(d) 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 and paragraph (e) of Rule 15d-15 under the
Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Parent’s disclosure controls and procedures are
designed to ensure that all information (both financial and non-financial) 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 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 disclosure controls and procedures and,
to the extent required by applicable Law, presented in any applicable Parent SEC Document that is a report on Form 10-K or Form 10-Q,
or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period
covered by such report or amendment based on such evaluation. Parent’s management has not identified any significant deficiencies
or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to
adversely affect Parent’s ability to record, process, summarize and report financial information and Parent does not have Knowledge
of 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.

(e) Parent and the Parent Subsidiaries do not have any material liabilities or obligations of any nature (whether absolute or contingent,
asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued) required by GAAP to be
reflected or reserved on a consolidated balance sheet of Parent (or the notes thereto) except (i) as disclosed, reflected or reserved
against in the most recent balance sheet included in the Parent Financial Statements or the notes thereto, (ii) for liabilities and obligations
incurred in the ordinary course of business since the date of the most recent balance sheet included in the Parent Financial Statements,
(iii) for liabilities and obligations arising out of or in connection with this Agreement, the Merger or the other transactions contemplated
hereby and (iv) for liabilities and obligations that have not had and would not reasonably be expected to have, individually or in the
aggregate, a Parent Material Adverse Effect.

4.6 Information Supplied. The information supplied or to be supplied by Parent in writing expressly for inclusion or incorporation
in the Registration Statement shall not at the time the Registration Statement is declared effective by the SEC contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein
not misleading, except that no representation or warranty is made by Parent with respect to statements made therein based on information
supplied by the Company or any of its Company Representatives for inclusion therein. The information supplied or to be supplied by Parent
in writing expressly for inclusion in the Proxy Statement/Prospectus, which shall be included in the Registration Statement, shall not,
on the date(s) the Proxy Statement/Prospectus is first mailed to the stockholders of Parent or at the Effective Time, contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by
Parent with respect to statements made therein based on information supplied by the Company or any of its Company Representatives for
inclusion therein.

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4.7 Takeover Statutes. The Parent Board has approved this Agreement and the transactions contemplated hereby and has taken all
such other necessary actions as required to render inapplicable to this Agreement and the transactions contemplated hereby the provisions
of any potentially applicable Takeover Statutes.

4.8 Ownership of Merger Sub. Merger Sub is an indirect, wholly owned Parent Subsidiary and a direct wholly owned
Subsidiary of Intermediate Sub, was formed solely for the purpose of engaging in the transactions contemplated hereby and has
engaged in no business activity other than as contemplated by this Agreement. Except for the liabilities incurred in connection with
the transactions contemplated hereby, Merger Sub has not and will not have incurred, directly or indirectly, through any Subsidiary
or affiliate, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into
any agreements or arrangements with any Person.

4.9 Valid Issuance. The Parent Common Stock to be issued as the Per Share Merger Consideration pursuant to the terms hereof,
when issued as provided in and pursuant to the terms of this Agreement, will be duly authorized and validly issued, fully paid and nonassessable,
and (other than restrictions under applicable securities laws, or restrictions created by any stockholder of the Company) will be free
of restrictions on transfer.

4.10 Brokers. Except for Parent’s obligations to Barclays Capital Inc., no broker, investment banker, financial advisor or
other Person is entitled to any brokerage, finders’, advisory or similar fee in connection with the transactions contemplated
by this Agreement, including the Merger.

4.11 No Other Representations and Warranties. Except for the representations and warranties expressly set forth in this Article
4, none of the Parent Parties, 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, the Parent Subsidiaries or their respective businesses or with respect to any other
information provided, or made available, to the Company or the Company Representatives or the Company’s affiliates in connection
with the transactions contemplated hereby, including the accuracy or completeness thereof. Without limiting the foregoing, neither Parent,
Merger Sub nor any other Person shall have or be subject to any liability or other obligation to the Company or the Company Representatives
or the Company’s affiliates or any other Person resulting from the Company’s or the Company’s Representatives’
or the Company’s affiliates’ use of any information, documents, projections, forecasts or other material made available to
the Company or the Company’s Representatives or the Company’s affiliates, including any information made available in the
electronic data room 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 the Company Representatives or in any other form in connection with the transactions contemplated
by this Agreement, in each case, unless and to the extent any such information is expressly included in a representation or warranty contained
in this Article 4.

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Article
5
Conduct of the company

5.1 Conduct of Business by the Company Pending the Closing. The Company agrees that, between the date hereof and the earlier
of the Effective Time and the valid termination of this Agreement in accordance with Article 8, except (w) as set forth in Section 5.1 of the Company Disclosure Schedule, (x) as required by applicable Law, (y) as expressly required or contemplated by this Agreement or
(z) otherwise with the prior written consent of Parent, the Company shall, and shall cause each Company Subsidiary to, (I) use reasonable
best efforts to conduct its operations in all material respects in the ordinary course of business consistent with past practice (including,
subject to the Company’s obligations set forth in Section 6.15(a), with respect to its customary cash management policies
and the maintenance of unrestricted cash and cash equivalents on its balance sheet at levels consistent with those maintained in the ordinary
course of business consistent with past practice) and (II) use its reasonable best efforts to preserve substantially intact its business
organization and comply with all applicable Laws in all material respects. Without limiting the foregoing, and as an extension thereof,
except (1) as set forth in Section 5.1 of the Company Disclosure Schedule, (2) as required by applicable Law, (3) as expressly
required or contemplated by this Agreement, or (4) otherwise with the prior written consent of Parent (not to be unreasonably withheld,
conditioned or delayed), the Company shall not, and shall not permit any Company Subsidiary to, between the date hereof and the earlier
of the Effective Time and the termination of this Agreement in accordance with Article 8, directly or indirectly, take any of the
following actions:

(a) amend, modify, waive, rescind or otherwise change its articles or certificate of incorporation or bylaws or equivalent organizational
documents or the Tax Benefits Preservation Plan or adopt any new stockholder rights plan, “poison pill” antitakeover plan
or similar device;

(b) issue, sell, pledge, dispose of, grant, transfer or encumber any shares of capital stock of, or other Equity Interests in, the
Company or any Company Subsidiary, or securities convertible into, or exchangeable or exercisable for, any shares of such capital stock
or other Equity Interests, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or other Equity
Interests or such convertible or exchangeable securities, or any other ownership interest (including any such interest represented by
Contract right), other than the issuance of Company Common Stock (and the related Company Rights) or upon the exercise, vesting or settlement,
as applicable, of Company Equity Awards and Company Warrants outstanding as of the date hereof in accordance with their terms (or, if
a Triggering Event (as defined in the Tax Benefits Preservation Plan) shall occur, the Company Rights) or upon the exercise of purchase
rights under the Company ESPP (subject to Section 2.6(d));

(c) sell, pledge, dispose of, transfer, lease, license, abandon, allow to lapse, guarantee or encumber any material property or tangible
assets of the Company or any Company Subsidiary (other than transactions between the Company and any wholly owned Company Subsidiary or
among wholly owned Company Subsidiaries), except (i) pursuant to Contracts in effect prior to the date hereof (as such Contracts
may be modified, extended or amended in the ordinary course of business) or (ii) Permitted Liens;

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(d) declare, set aside, make or pay any dividend or other distribution (whether payable in cash, stock, property or a combination thereof)
with respect to any of its capital stock or other Equity Interests (other than dividends paid by a wholly owned Company Subsidiary to
the Company or another wholly owned Company Subsidiary), enter into any agreement with respect to the voting or registration of its capital
stock or other Equity Interests, or file any registration statement with the SEC with respect to any, of its capital stock or other equity
interests or securities;

(e) reclassify, combine, split, subdivide or amend the terms of, or redeem, purchase or otherwise acquire, directly or indirectly,
any of its capital stock, or other Equity Interests, except (i) the satisfaction of exercise price and/or Tax withholding obligations
in connection with the vesting, exercise and/or settlement of Company Equity Awards in accordance with the terms of such awards as in
effect on the date hereof or (ii) upon the forfeiture of outstanding Company Equity Awards pursuant to their terms upon the termination
of the employment of the holder thereof or otherwise;

(f) merge or consolidate the Company or any Company Subsidiary with any Person, effect a division transaction or statutory conversion,
domestication or transfer, or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation,
dissolution, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiary;

(g) acquire (including by merger, consolidation, share exchange, division transaction, or acquisition of stock or assets) any interest
in any Person or assets or any business division thereof, other than the purchase of goods, equipment and other operating assets in the
ordinary course of business consistent with past practice that (x) does not include any “earnout,” deferred or contingent
payment obligation or any other future obligation to pay and (y) would not reasonably be expected to materially delay, impede or prevent
the consummation of the transactions contemplated by this Agreement on or before the Outside Date;

(h) (i) incur any indebtedness for borrowed money, or issue any debt securities or assume, guarantee or endorse, or otherwise as an
accommodation become responsible for (whether directly, contingently or otherwise), the obligations of any Person for borrowed money,
except, in each case, for any indebtedness solely among the Company and its wholly owned Company Subsidiaries or solely among wholly owned
Company Subsidiaries or (ii) repay any indebtedness, except (A) in accordance with Section 6.15 or (B) payment of interest due
and payable pursuant to the terms of the First Lien Notes;

(i) make any loans, advances or capital contributions to, or investments in, any other Person (other than any wholly owned Company
Subsidiary), except for (i) loans solely among the Company and its wholly owned Company Subsidiaries or solely among the Company’s
wholly owned Company Subsidiaries or (ii) advances for reimbursable employee expenses in the ordinary course of business consistent with
past practice;

(j) (i) enter into any Contract that would, if entered into prior to the date hereof, be a Company Material Contract, other than, solely
with respect to Company Material Contracts under Sections 3.11(a)(ii), 3.11(a)(xiii), 3.11(a)(xvii), or 3.11(a)(xx) (in each case, so long as any such Contract would not also constitute a contract of the type described in Section 3.11(a)(iv)),
in the ordinary course of business consistent with past practice or (ii) (A) materially modify, materially amend, extend (except in the
case of a renewal of a Company Material Contract in the ordinary course of business consistent with past practice, provided that the terms
other than the expiration date of such Company Material Contract have not changed in a manner adverse to the Company) or affirmatively
terminate any Company Material Contract or (B) waive, release or assign any rights or claims thereunder, in the case of this clause
(B) other than in the ordinary course of business consistent with past practice;

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(k) except as otherwise required by applicable Law, the terms of this Agreement or an existing Company Benefit Plan, (i) grant any
severance, retention, change in control, or termination pay, (ii) increase the compensation or benefits payable to any employee or individual
independent contractor or consultant, (iii) modify, enter into, negotiate, terminate or amend any Collective Bargaining Agreement or recognize
or certify any Union as the collective bargaining representative for any employee of the Company or any of the Company Subsidiaries, (iv)
hire or terminate (other than for cause) the employment of any employee at the level of Vice President or higher, (v) promote any non-officer
employee to an officer position, or promote any employee below the Vice President level into a position at the Vice President level or
higher, (vi) adopt, enter into, terminate or materially amend any material Company Benefit Plan (or any other benefit or compensation
plan, policy, program, agreement or arrangement that would be a Company Benefit Plan if in effect on the date hereof) or (vii) accelerate
the vesting, funding or time of payment of any compensation or other benefit (including a Company Equity Award) with respect to any current
or former individual service provider;

(l) waive, modify (in any manner adverse to the Company and the Company Subsidiaries), or release any material noncompetition, nonsolicitation,
nondisclosure, noninterference, nondisparagement or other similar material restrictive covenant obligation of any current or former employee,
officer, director or individual independent contractor of the Company or any of the Company Subsidiaries;

(m) implement or announce any “mass layoff” or “plant closing,” in each case as defined in an applicable WARN
Act, or take any other action that would reasonably be expected to trigger an applicable WARN Act;

(n) (i) waive, release, pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise)
with value in excess of $500,000, except in the ordinary course of business consistent with past practice, (ii) forgive any loans
to directors, officers, employees or any of their respective affiliates or (iii) enter into any transactions or Contracts with any
affiliates or other Person that would be required to be disclosed by the Company under Item 404 of Regulation S-K of the SEC;

(o) make any change in accounting policies, practices, principles, methods or procedures or any of its methods of reporting income,
deductions or other material items for financial accounting purposes, other than as required by GAAP or applicable Law;

(p) compromise, settle or agree to settle any Proceeding other than compromises, settlements or agreements that involve only the payment
of monetary damages by the Company or any Company Subsidiary not in excess of $100,000, in any case without the imposition of equitable
relief on, or the admission of a violation of Law by, the Company or any Company Subsidiary;

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(q) (i) make, change or revoke any material Tax election, (ii) change any annual Tax accounting period, (iii) adopt or change any material
method of Tax accounting, (iv) amend any material Tax Return or file any U.S. federal, state or non-U.S. income Tax Return or any other
material Tax Return that is materially inconsistent with a previously filed Tax Return of the same type for a prior taxable period (taking
into account any amendments prior to the date hereof), (v) settle or compromise any Tax claim, audit, assessment, dispute or other Proceeding
relating to a material amount of Taxes, (vi) surrender any right to claim a material refund of Taxes, (vii) agree to an extension or waiver
of the statute of limitations with respect to a material amount of Taxes or (viii) enter into any “closing agreement” within
the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law);

(r) (i) sell, assign, pledge or otherwise encumber, transfer, license, abandon, place in the public domain, permit to lapse or otherwise
dispose of any Company Owned Intellectual Property, except for non-exclusive licenses granted in the ordinary course of business
consistent with past practice and otherwise except the abandonment or lapse of Company Registered Intellectual Property in the Company’s
reasonable business judgement or (ii) compromise, settle or agree to settle, or consent to judgment in, any one or more actions (except
in the ordinary course of business consistent with past practice) concerning any Company Owned Intellectual Property in a manner that
materially and adversely affects the Company’s rights in or to any material Company Owned Intellectual Property; or (iii) license
or disclose any source code for the Company Owned Intellectual Property to any Person who is not an employee or consultant acting on behalf
of the Company or any of the Company Subsidiaries pursuant to customary confidentiality protections;

(s) grant any material refunds, credits, rebates or other allowances by the Company to any end user, customer, reseller or distributor,
in each case, other than in the ordinary course of business consistent with past practice or change in any material respect the manner
in which the Company or any Company Subsidiary extends discounts, credits or warranties to customers or otherwise deals with customers
or suppliers;

(t) enter into, materially amend or terminate any transaction with any Company Related Party;

(u) fail to use commercially reasonable efforts to maintain the Company’s insurance policies in the ordinary course of business
consistent with past practice;

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(v) (i) acquire any real property or enter into any lease or sublease of real property (whether as a lessor, sublessor, lessee or sublessee),
(ii) materially modify or amend or exercise any right to renew any Company Real Property Lease or other lease or sublease of real
property, or waive any term or condition thereof or grant any consents thereunder, (iii) grant or otherwise create or consent to
the creation of any easement, covenant, restriction, assessment or charge affecting any real property leased by the Company, or any interest
therein or part thereof, (iv) commit any waste or nuisance on any such property or (v) make any material changes in the construction
or condition of any such property, in the case of each of clauses (ii) through (iv), other than in the ordinary course of
business consistent with past practice;

(w) convene any special meeting
(or any adjournment or postponement thereof) of the Company’s stockholders;

(x) terminate or modify or waive in any material respect any right under any material Company Permit;

(y) make any capital expenditure or expenditures, or enter into any agreement arrangement providing for, or otherwise commit to providing,
any capital expenditure or expenditures, except (i) in accordance with the Company’s capital budget provided to Parent prior to
the date hereof or (ii) with respect to capital expenditures or expenditures, in each case, in respect of capitalized software equal to
or less than $250,000 in the aggregate;

(z) accelerate or delay the collection of any accounts receivable or the payment of any accounts payable or the accrual of deferred
revenue or otherwise alter the management of working capital or the cash or cash equivalents of the Company, except, in each case, in
the ordinary course of business consistent with past practice, including with respect to monthly fluctuations in working capital; or

(aa) agree, authorize or enter into any Contract to do any of the foregoing or otherwise make any commitment to do any of the foregoing.

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Article
6
Additional Covenants of the Parties

6.1 Preparation of Proxy Statement/Prospectus and Registration Statement; Company Stockholder Meeting.

(a) As promptly as reasonably practicable after the date hereof, the Company and Parent shall cooperate in preparing the proxy statement/prospectus
relating to the matters to be submitted to the holders of Company Common Stock at the Company stockholders meeting to adopt this Agreement
(such stockholders meeting, the “ Company Stockholders Meeting ”, and such proxy statement/prospectus, and any amendments
or supplements thereto, the “ Proxy Statement/Prospectus ”) and the registration statement on Form S-4 (and any amendment
or supplement thereto) pursuant to which shares of Parent Common Stock issuable in the Merger shall be registered with the SEC (the “ Registration
Statement,” with the Proxy Statement/Prospectus constituting a part thereof), and shall file the Proxy Statement/Prospectus
and the Registration Statement with the SEC. Each of Parent and the Company shall use its reasonable best efforts to cause the Registration
Statement to become effective under the Securities Act as soon after such filing as practicable and to ensure that the Proxy Statement/Prospectus
and Registration Statement comply in all material respects with the applicable provisions of the Securities Act and the Exchange Act.
Parent shall use its reasonable best efforts to keep the Registration Statement effective as long as is necessary to consummate the transactions
contemplated hereby. To the extent not prohibited by Law, each of Parent and the Company agrees to furnish to the other party all information
concerning itself, its Subsidiaries, officers, directors, managers, stockholders, and other equityholders and information regarding such
other matters, including, without limitation, cooperation to prepare pro forma financial statements and obtain auditor consents, in each
case, as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement/Prospectus,
Registration Statement, a Form 8-K pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement,
or any other statement, filing, notice or application made by or on behalf of Parent, the Company or their respective Subsidiaries to
the SEC, Nasdaq, or pursuant to any state securities or “blue sky” laws, in connection with the Merger, the Parent Share Issuance
and the other transactions contemplated hereby. The Proxy Statement/Prospectus shall include (i) the Company Board Recommendation and
(ii) the recommendation of the Company Board to the holders of Company Common Stock to vote in favor of approval of any resolution required
by Rule 14a-21(c) under the Exchange Act to approve, on an advisory basis, the compensation required to be disclosed in the Registration
Statement pursuant to Item 402(t) of Regulation S-K, except to the extent there has been a Change of Company Board Recommendation permitted
by Section 6.3. The Company shall use its reasonable best efforts to cause the Proxy Statement/Prospectus to be filed with
the SEC and mailed to its stockholders as promptly as practicable after the Registration Statement becomes effective. Each party shall
promptly provide the other parties with copies of any written comments received from the SEC with respect to the Proxy Statement/Prospectus
or the Registration Statement and promptly advise one another of any oral comments received from the SEC. Prior to filing the Registration
Statement (or any amendment or supplement thereto) or mailing the Proxy Statement/Prospectus (or any amendment or supplement thereto)
or responding to any comments of the SEC with respect thereto, each of the Company and Parent shall cooperate and provide the other parties
a reasonable opportunity to review and comment on such document or response in advance (including the proposed final version of such document
or response). If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective
affiliates, directors or officers, should be discovered by Parent or the Company which should be set forth in an amendment or supplement
to either the Registration Statement or the Proxy Statement/Prospectus, so that either such document would not include any misstatement
of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment
or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the
stockholders of the Company.

(b) The parties shall make all necessary filings with respect to the Merger, the Parent Share Issuance and the other transactions contemplated
hereby, in each case, as applicable, under the Securities Act and the Exchange Act and applicable “blue sky” laws and the
rules and regulations thereunder. Each party shall advise the other, promptly after it receives notice thereof, of the time when the Registration
Statement has become effective or any supplement or amendment has been filed, the issuance of any stop order, the suspension of the qualification
of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or any request by the SEC
for amendment of the Proxy Statement/Prospectus or the Registration Statement or comments thereon and responses thereto or requests by
the SEC for additional information. No amendment or supplement to the Proxy Statement/Prospectus or the Registration Statement shall be
filed without the approval of the parties, which approval shall not be unreasonably withheld, conditioned or delayed; provided that this right of approval shall not apply with respect to documents filed by a party which are incorporated by reference in the Proxy
Statement/Prospectus or the Registration Statement.

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(c) Reasonably promptly after the execution of this Agreement, the Company will conduct a broker search in anticipation of the Company
Stockholders Meeting in compliance with SEC Rule 14a-13, assuming the earliest record date practicable and, from time to time, conduct
additional broker searches as reasonably requested by Parent or as reasonably necessary to comply with the following sentence. The Company
shall duly take all action necessary in accordance with the DGCL, the Company Charter, and the Company Bylaws to establish a record date
for, duly call, give notice of, convene and hold the Company Stockholders Meeting as promptly as reasonably practicable after the Registration
Statement has become effective (and in any event within thirty-five (35) calendar days after such declaration) for the purpose of
obtaining the Required Company Vote; provided that the record date for the Company Stockholders Meeting shall be determined by
the Company with prior consultation with Parent. The Company agrees that, unless this Agreement is terminated and the transactions contemplated
by this Agreement are abandoned pursuant to Article 8, and, to the extent required by the terms and conditions of this Agreement,
the Company has paid or caused to be paid to Parent the Company Termination Fee in accordance with Section 8.3, its obligation
to hold the Company Stockholders Meeting pursuant to this Section 6.1(c) shall not be affected by any Change of Company Board
Recommendation. In connection with such meeting, the Company (i) shall use its reasonable best efforts to obtain the Required Company
Vote and take all other action necessary or advisable to secure the Required Company Vote and otherwise comply with all legal requirements
applicable to such meeting and (ii) shall not submit any other proposal (other than matters of procedure and matters required by
Law to be voted on by the Company’s stockholders in connection with the adoption of this Agreement and the approval of the transactions
contemplated hereby and, if the Company Stockholders Meeting is also the Company’s annual stockholders meeting, proposals customarily
brought in connection with the Company’s annual stockholders meeting) to Company stockholders in connection with the Company Stockholders
Meeting without the prior written consent of Parent. The Company shall not change the record date or adjourn or postpone the Company Stockholders
Meeting without Parent’s prior written consent. Notwithstanding the foregoing, the Company may adjourn or postpone the Company Stockholders
Meeting without Parent’s prior written consent (A) after good faith consultation with the Company’s outside legal counsel
and Parent, to the extent necessary to ensure that any supplement or amendment to the Proxy Statement/Prospectus required by Law is provided
to the stockholders of the Company within a reasonable amount of time in advance of the Company Stockholders Meeting or (B) if there are
not sufficient affirmative votes in person or by proxy at such meeting to constitute quorum at the Company Stockholders Meeting or to
obtain the Required Company Vote, to allow reasonable additional time for solicitation of proxies for purposes of obtaining a quorum or
the Required Company Vote; provided that unless agreed to in writing by Parent, (x) any such adjournment or postponement shall
be for a period of no more than ten (10) days and (y) the Company shall only be permitted to effect one (1) such adjournment or postponement
pursuant to clause (B); provided that, (1) no postponement contemplated by clause (B) shall be permitted if it would require a
change to the record date for the Company Stockholders Meeting, and (2) if requested by Parent, the Company shall effect an adjournment
or postponement of the Company Stockholders Meeting on one or more occasions under the circumstances contemplated by clause (B). The Company
shall, upon the reasonable request of Parent, advise Parent on a daily basis on each of the last seven (7) Business Days prior to
the date of the Company Stockholders Meeting as to the aggregate tally of proxies received by the Company with respect to the Required
Company Vote and other matters to be considered at the Company Stockholders Meeting.

48

(d) As promptly as reasonably practicable following the date hereof, the Company and Parent shall reasonably cooperate to (i) seek
to determine whether the transactions set forth herein will require the filing of a prospectus under the Israeli Securities Laws, including
by seeking to obtain a no-action letter from the ISA pursuant to which the transactions set forth herein will not require the filing of
a prospectus under the Israeli Securities Law, or such other actions as the parties may reasonably determine are appropriate in connection
with determining the applicability of any requirements relating to the filing of a prospectus under the Israeli Securities Laws in connection
with the transactions contemplated by this Agreement and (ii) take such actions as are reasonably required to comply with the applicable
requirements of Israeli Securities Laws to effect the transactions contemplated hereby.

6.2 Access to Information; Confidentiality.

(a) From the date hereof to the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8,
the Company shall, and shall cause each Company Subsidiary to: (i) provide to the Parent Representatives reasonable access during
normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or
any Company Subsidiary upon reasonable prior written notice to the Company, to the officers, employees, properties, offices and other
facilities of the Company and each Company Subsidiary and to the books and records thereof, (ii) furnish during normal business hours
upon prior notice such information concerning the business, properties, Contracts, assets and liabilities of the Company and each Company
Subsidiary as Parent or any Parent Representative may reasonably request (other than any of the foregoing that relate to any Company Acquisition
Proposal, subject to the disclosure requirements set forth in Sections 6.3); provided, however, that the Company
shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that doing
so would reasonably be expected to: (A) violate attorney-client or other legal privilege, (B) result in the disclosure of any trade secrets
of third parties protected under the provisions of any agreement to which the Company or any Company Subsidiary is a party or (C) violate
any applicable Law (including Regulatory Laws); provided that the Company shall use its reasonable best efforts to allow for such access
or disclosure in a manner that does not violate any attorney-client privilege, contract or applicable Law.

(b) The Confidentiality Agreement, dated December 18, 2025, by and between Parent and the Company (the “ Confidentiality Agreement ”)
and the Clean Team Agreement, dated March 19, 2026, by and between Parent and the Company (the “ Clean Team Agreement ”)
shall each apply with respect to information furnished under this Section 6.2 and shall each survive any termination of this
Agreement.

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6.3 Company Non-Solicitation.

(a) Except as expressly provided in Section 6.3(b), from and after the date hereof until the Effective Time or, if earlier,
the termination of this Agreement in accordance with Article 8, the Company shall not, and shall cause the Company Subsidiaries
and each of its and their Company Representatives not to, directly or indirectly: (i) initiate, seek, facilitate, solicit or knowingly
encourage (including by way of furnishing information or assistance of any kind) the submission of any Company Acquisition Proposal or
any proposal, request or offer that could reasonably be expected to result in a Company Acquisition Proposal or induce or take any other
action designed or intended to lead to, or that could reasonably be expected to lead to any inquiry with respect to, or the making, submission
or announcement of, any Company Acquisition Proposal; (ii) enter into, continue or otherwise participate or engage in any discussions
or negotiations with, or furnish (or cause to be furnished) any material nonpublic information to, any Person relating to a Company Acquisition
Proposal or any inquiry or request that could reasonably be expected to lead to a Company Acquisition Proposal (other than informing any
third party of the existence of the provisions contained in this Section 6.3); (iii) adopt, approve, authorize, declare
advisable, endorse or recommend, or propose to adopt, approve, authorize, declare advisable, endorse or recommend or submit to the Company
stockholders for their approval, any Company Acquisition Proposal; (iv) withdraw, change, amend, modify or qualify, or otherwise
propose to withdraw, change, amend, modify or qualify, the Company Board Recommendation; (v) if a Company Acquisition Proposal has been
publicly disclosed, fail to publicly recommend against any such Company Acquisition Proposal within ten (10)-Business Days after the public
disclosure of such Company Acquisition Proposal (or subsequently withdraw, change, amend, modify or qualify, in a manner adverse to Parent,
such rejection of such Company Acquisition Proposal) and reaffirm the Company Board Recommendation within such ten (10) Business Day period
(or, if earlier, by the second (2nd) Business Day prior to the Company Stockholders Meeting); (vi) fail to include the Company Board Recommendation
in the Proxy Statement/Prospectus; (vii) adopt, approve, authorize, recommend, or enter into any merger agreement, acquisition agreement,
reorganization agreement, letter of intent, agreement in principle, memorandum of understanding, option agreement, joint venture agreement,
partnership agreement or other similar agreement, arrangement or understanding relating to any Company Acquisition Proposal, other than
a Company Acceptable Confidentiality Agreement entered into in accordance with Section 6.3(b); (viii) grant a waiver of or terminate
any “standstill” or similar obligation of any third party with respect to the Company or any of its Subsidiaries to allow
such third party to submit a Company Acquisition Proposal; (ix) call or convene a meeting of the stockholders of the Company to consider
a proposal that would reasonably be expected to materially impair, prevent or delay the consummation of the Merger and the other transactions
contemplated by this Agreement; or (x) resolve or agree to do any of the foregoing (any action set forth in the foregoing clauses (iii),
(iv), (v), (vi), (vii), (ix) or (x) (to the extent related to the foregoing clauses (iii), (iv) or (v)), a “ Change of Company
Board Recommendation ”). The Company shall, and shall cause the Company Subsidiaries and Company Representatives to, immediately
cease and cause to be terminated any activities, discussions or negotiations existing as of the date hereof with any Persons conducted
heretofore with respect to any Company Acquisition Proposal (or that could reasonably be expected to lead to a Company Acquisition Proposal).
The Company shall promptly (and in any event, within forty-eight (48) hours after the execution of this Agreement) demand that each Person
that has previously executed a confidentiality agreement promptly return to the Company or destroy (and confirm destruction of) all non-public
information previously furnished or made available to such Person or any of its representatives by or on behalf of the Company or the
Company Representatives in accordance with the terms of such confidentiality agreement (except with respect to any such confidentiality
agreement as to which the Company has made such a demand prior to the date hereof) and shall remove all access to any dataroom or electronic
materials from such Person.

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(b) Notwithstanding anything to the contrary contained in Section 6.3(a), if at any time following the date hereof and
prior to obtaining the Required Company Vote (i) the Company has received a bona fide unsolicited written Company Acquisition Proposal
from a third party, (ii) the Company has not breached this Section 6.3 with respect to such Company Acquisition Proposal,
and (iii) the Company Board (or a duly authorized committee thereof) reasonably determines in good faith, after consultation with
its outside counsel and, with respect to financial matters, its financial advisors, based on information then available, that such Company
Acquisition Proposal constitutes or would reasonably be expected to result in a Company Superior Proposal, the Company may, including
through one or more of the Company Representatives, (A) furnish information with respect to the Company and the Company Subsidiaries to
the third party making such Company Acquisition Proposal, its representatives and potential sources of financing and (B) participate
in discussions or negotiations with the third party making such Company Acquisition Proposal regarding such Company Acquisition Proposal; provided that the Company shall not, and shall cause the Company Subsidiaries not to, take the actions described in the foregoing
clauses (A) and (B) unless the Company Board (or a duly authorized committee thereof) determines in good faith, after consultation with
outside counsel, that the failure to take such actions would be inconsistent with its fiduciary duties under applicable Law; provided, further that the Company (x) shall not, and shall cause the Company Subsidiaries and Company Representatives not to, disclose any
information to such third party without first entering into a Company Acceptable Confidentiality Agreement with such Person and (y) shall
provide to Parent any such information concerning the Company or the Company Subsidiaries provided or made available to such other third
party which was not previously provided or made available to Parent prior to or substantially concurrently with furnishing such information
to such third party.

(c) If, at any time following the date hereof, the Company or any Company Subsidiary receives any (i) Company Acquisition Proposal
(or inquiry, offer or request for discussions or negotiations that could reasonably be expected to lead to a Company Acquisition Proposal),
(ii) any request for non-public information relating to the Company or any Company Subsidiary by any Person who has made or would reasonably
be expected to make a Company Acquisition Proposal, or (iii) any inquiry or request for discussions or negotiations regarding any Company
Acquisition Proposal, the Company shall promptly (and in any event within twenty-four (24) hours) (i) notify Parent orally or in writing
of the receipt of such proposal, inquiry or request and (ii) advise Parent if the Company determines to begin providing information in
connection with, or to engage in discussions or negotiations concerning, a Company Acquisition Proposal pursuant to Section 6.3(b).
Such notice provided by the Company to Parent pursuant to this Section 6.3(c) shall include (I) the identity of the Person
making the Company Acquisition Proposal, inquiry, offer or request, (II) if in writing, a copy of such Company Acquisition Proposal,
inquiry, offer or request (and, if available, drafts of any Contract to effectuate such Company Acquisition Proposal) and copies of any
financing commitments (but excluding any fee letters that are customarily redacted with respect thereto) received by the Company in connection
therewith and (III) if made orally, a reasonably detailed summary of the material terms and conditions of such Company Acquisition
Proposal. From the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to and in accordance
with Section 8.1 and the Effective Time, the Company shall (i) keep Parent and Merger Sub reasonably informed of the
status and any material changes to the material terms and conditions of any such Company Acquisition Proposal (including by providing
unredacted copies of all amendments and proposed amendments provided to or by such Person) and (ii) shall notify Parent promptly
(and, in any event, within 24 hours) after it first enters into discussions or negotiations concerning such Company Acquisition Proposal
or provides non-public information or data to any Person relating thereto.

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(d) Notwithstanding anything to the contrary contained in Section 6.3(a), if following the date hereof and prior to obtaining
the Required Company Vote (i) (A) the Company has received a bona fide unsolicited written Company Acquisition Proposal (which is not
withdrawn) that the Company Board (or any duly authorized committee thereof) determines in good faith, after consultation with its outside
counsel and, with respect to financial matters, its financial advisors, constitutes a Company Superior Proposal or (B) the Company Board
(or any duly authorized committee thereof) determines that a Company Intervening Event has occurred and is continuing and (ii) the Company
Board (or any duly authorized committee thereof) reasonably determines in good faith, after consultation with outside counsel, that the
failure to effect a Change of Company Board Recommendation in response to such Company Superior Proposal or Company Intervening Event
would be inconsistent with its fiduciary duties under applicable Law, then the Company Board may, at any time prior to obtaining the Required
Company Vote, effect a Change of Company Board Recommendation with respect to such Company Superior Proposal or Company Intervening
Event (as applicable) or fail to include the Company Board Recommendation in the Proxy Statement/Prospectus, subject to the requirements
of this Section 6.3(d) and Section 6.3(e).

(e) The Company shall not be entitled to effect a Change of Company Board Recommendation pursuant to Section 6.3(d) unless,
in each case:

(i) the Company shall have provided to Parent at least five (5) Business Days’ prior written notice (the “ Company Notice
Period ”) of the Company’s intention to take such action, which notice shall include, (A) with respect to a Company Acquisition
Proposal, the material terms and conditions of such Company Acquisition Proposal, and a copy of the available proposed transaction agreement
to be entered into in respect of such Company Acquisition Proposal, or (B) with respect to a Company Intervening Event, a reasonably detailed
summary of the Company Intervening Event that is the basis of such action;

(ii) during the Company Notice Period, if requested by Parent, the Company shall have, and shall have caused its legal and financial
advisors to have, engaged in good faith negotiations with Parent regarding any amendment to this Agreement or any other agreement proposed
by Parent intended to (A) with respect to a Company Acquisition Proposal, cause the relevant proposal to no longer constitute a Company
Superior Proposal or, (B) with respect to a Company Intervening Event, permit the Company Board (consistent with its fiduciary duties
under applicable Law) to not make a Change of Company Board Recommendation; and

(iii) the Company Board (or any duly authorized committee thereof) shall have considered in good faith any adjustments and/or proposed
amendments to this Agreement (including a change to the price terms hereof) and other agreements that may be offered in writing by Parent
no later than 11:59 a.m., New York City time, on the last day of the Company Notice Period and shall have reasonably determined again
in good faith, after consultation with outside legal counsel and, with respect to financial matters, its financial advisors, that the
failure to effect a Change of Company Board Recommendation pursuant to this Section 6.3 would be inconsistent with its fiduciary
duties under applicable Law.

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In the event of any material
revisions to such Company Superior Proposal offered in writing by the party making such Company Superior Proposal or any material change
to the facts and circumstances relating to a Company Intervening Event, as applicable, the Company shall be required to deliver a new
written notice to Parent and to again comply with the requirements of this Section 6.3(e) with respect to such new written
notice, except that the Company Notice Period shall be three (3) Business Days with respect to any such revised Company Superior Proposal,
but no such new written notice shall shorten the original Company Notice Period.

(f) Notwithstanding a Change of Company Board Recommendation or any other provision of this Agreement to the contrary, unless this
Agreement has been validly terminated pursuant to and in accordance with Section 8.1, the Company shall cause the transactions
contemplated by this Agreement, including the Merger, to be submitted to a vote of the stockholders of the Company at the Company Stockholders
Meeting in order to obtain the Required Company Vote.

(g) Nothing contained in this Section 6.3 shall prohibit the Company Board (or any duly authorized committee thereof) from
(i) disclosing to the stockholders of the Company a position contemplated by Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange
Act; or (ii) making any disclosure to the stockholders of the Company to comply with applicable Law with regard to a Company Acquisition
Proposal (it being agreed that the issuance by the Company or the Company Board of a “stop, look and listen” communication
to the stockholders of the Company pursuant to Rule 14d-9(f) promulgated under the Exchange Act, shall not constitute a Change of Company
Board Recommendation).

(h) Any violation of the restrictions provided in this Section 6.3 by any Company Subsidiary or Company Representative, as applicable,
shall be deemed to be a breach of this Section 6.3 by the Company.

(i) The Company agrees that it shall promptly inform the Company Representatives of the obligations undertaken in this Section 6.3.
Nothing in this Section 6.3 shall (x) permit the Company to terminate this Agreement or (y) affect any other obligation of the
Company under this Agreement. Unless this Agreement shall have been earlier terminated, the Company shall not submit to the vote of its
stockholders any Company Acquisition Proposal.

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6.4 Appropriate Action; Consents; Filings.

(a) The Company and Parent shall use their respective reasonable best efforts to (i) take, or cause to be taken, all appropriate
action and do, or cause to be done, and to assist and cooperate with the parties in doing, all things necessary, proper or advisable under
applicable Law or otherwise to consummate and make effective the Merger and the other transactions contemplated by this Agreement as promptly
as practicable after the date hereof, (ii) take such actions as may be required to cause the expiration of the notice periods under
Regulatory Laws with respect to such transactions as promptly as practicable after the date hereof, (iii) obtain from any Governmental
Entities any consents, licenses, permits, waivers, approvals, authorizations or orders required to be obtained by Parent or the Company,
or any of their respective Subsidiaries, in order to effect the Closing by not later than two Business Days prior to the Outside Date,
and to avoid any Proceeding by any Governmental Entity (including those in connection with Regulatory Laws), in connection with the authorization,
execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, (iv) cause
the satisfaction of all conditions set forth in Article 7 and (v) as promptly as practicable, make or cause to be made all necessary
applications and filings, and thereafter make any other required submissions, and pay any fees due in connection therewith (all such fees
to be borne by Parent to the extent related to applications, filings or submissions with respect to this Agreement and the Merger required
under any Regulatory Laws), with respect to this Agreement and the Merger required under any Regulatory Laws and any other applicable
Law. The Company and Parent shall cooperate with each other in connection with (x) preparing and filing the Proxy Statement/Prospectus
and Registration Statement and any Other Filings, (y) determining whether any action by or in respect of, or filing with, any Governmental
Entity is required, in connection with the consummation of the Merger and the transactions contemplated by this Agreement and (z) seeking
any such actions, consents, approvals or waivers or making any such filings. The Company and Parent shall furnish to each other all information
required for any application or other filing under the rules and regulations of any applicable Law in connection with the transactions
contemplated by this Agreement, and the Company shall promptly and diligently (and, in any event, within five (5) calendar days following
the date hereof) use reasonable best efforts to provide to Parent all information available to the Company or in the Company’s possession
as requested by Parent and required to determine a final list of jurisdictions for the purposes of Section 7.1(b) of the Company
Disclosure Schedule. The Company shall not consent to any voluntary extension of the Outside Date or otherwise delay the Closing at the
behest of any Governmental Entity without the consent Parent. Notwithstanding anything to the contrary in this Agreement, Parent, and
its affiliates, in connection with efforts to avoid or eliminate impediments under any antitrust, merger control, competition, or trade
regulation Law that may be asserted by any Governmental Entity with respect to the Merger, are not obligated to, and, without the prior
written consent of Parent, the Company, its Subsidiaries and their respective affiliates shall not, (A) propose, negotiate, commit to,
or effect, by consent decree, hold separate order, or otherwise, the sale, divestiture, licensing or disposition of any assets, properties
or businesses of Parent or the Company or any of their respective affiliates, (B) terminate, amend or assign existing relationships and
contractual rights and obligations, (C) grant any right or commercial or other accommodation to, or enter into any material commercial
contractual or other commercial relationship with, any third party, or (D) accept any operational restrictions or otherwise take or commit
to take actions that limit Parent’s, Merger Sub’s, the Surviving Corporation’s or any of their respective affiliate’s
freedom of action with respect to, or its or their ability to retain, any of the assets, properties, licenses, rights, product lines,
operations or businesses of Parent, the Company or any of their respective affiliates. In addition, Parent, at Parent’s sole discretion,
and the Company shall use their respective reasonable best efforts to defend through litigation and through appeal on the merits any claim
asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any Order (whether temporary, preliminary
or permanent) that would prevent the Closing from occurring as promptly as practicable (and in any event, no later than the Outside Date),
including seeking to lift or rescind any injunction or restraining order which may adversely affect the ability of the parties to consummate
the transactions contemplated hereby, in each case, until the issuance of a final, non-appealable Order. The parties shall jointly develop,
consult and cooperate with one another regarding the strategy for obtaining any necessary approval of, or responding to any request from,
inquiry by, or investigation by (including directing the timing, nature and substance of all such responses), any Governmental Entity
in connection with this Agreement and the transactions contemplated hereby, including determining the timing and content of any registrations,
filings, agreements, forms, notices, petitions, statements, submissions of information, applications and other documents, communications
and correspondence contemplated by, made in accordance with, or subject to this Section 6.4. Notwithstanding anything in this
Agreement to the contrary, Parent shall, on behalf of the parties, control and direct all communications and strategy in dealing with
any Governmental Entity under any Regulatory Laws; provided that, Parent shall consider in good faith the views and comments of
the Company and its outside counsel with respect to such communications and strategies.

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(b) The Company shall give (or shall cause the Company Subsidiaries to give) any notices to third parties, and use, and cause the Company
Subsidiaries to use, reasonable best efforts to obtain the third party consents, approvals or waivers identified on Section 3.4 and 3.5 of the Company Disclosure Schedule (provided, that the Company shall not be required to make or agree to make any
payment or accept any material conditions or obligations with respect thereto), and the Company and Parent shall coordinate and cooperate
in seeking any such consents, approvals or waivers. In the event that the Company shall fail to obtain any third party consent described
in the first sentence of this Section 6.4(a), the Company shall take any such actions reasonably requested by Parent (at Parent’s
sole cost and expense), to minimize any adverse effect upon Parent and its Subsidiaries (including the Surviving Corporation and its Subsidiaries),
and their respective businesses resulting after, or which would reasonably be expected to result after, the Effective Time from the failure
to obtain such consent.

(c) Without limiting the generality of anything contained in this Section 6.4, and subject to Section 6.6, each
party shall: (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation or Proceeding
by or before any Governmental Entity with respect to the Merger or any of the other transactions contemplated by this Agreement; (ii) keep
the other parties informed as to the status of any such request, inquiry, investigation or Proceeding; and (iii) promptly inform
the other parties of any communication to or from any Governmental Entity regarding the Merger or any of the other transactions contemplated
by this Agreement. Each party shall consult and cooperate with the other parties, and shall consider in good faith the views of the other
parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted
in connection with the Merger or any of the other transactions contemplated by this Agreement. In addition, except as may be prohibited
by any Governmental Entity or by any Law, in connection with any such request, inquiry, investigation or Proceeding, each party shall
permit authorized representatives of the other parties to be present at each meeting or conference relating to such request, inquiry,
investigation or Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted
to any Governmental Entity in connection with such request, inquiry, investigation or Proceeding.

(d) Parent shall not, and shall cause its affiliates not to, acquire or agree to acquire a substantial portion of the equity or assets
of, or other interests in, or merge or consolidate with (or agree to merge or consolidate with), any corporation, partnership, association
or other business organization, or any business unit, division, subsidiary thereof, if such action would reasonably be expected to (i)
result in any Governmental Entity seeking or entering an Order prohibiting the consummation of the Merger or any of the other transactions
contemplated by this Agreement or (ii) otherwise prevent or materially delay the consummation of the Merger or any of the other transactions
contemplated by this Agreement.

(e) Nothing contained in this Agreement shall give any party, directly or indirectly, the right to control or direct the operations
of any other party prior to the consummation of the Merger. Prior to the Effective Time, the Company and Parent shall exercise, consistent
with the terms and conditions of this Agreement, complete unilateral control and supervision over their respective business operations.

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6.5 Certain Notices. From and after the date hereof until the earlier of the Effective Time or the termination of this Agreement
in accordance with Article 8, unless prohibited by applicable Law, each party shall promptly notify the other party of any material
Effect that would reasonably be expected to cause any condition to the obligations of any party to effect the Merger or any other transactions
contemplated by this Agreement not to be satisfied, including of the breach by a party of, or any other failure of a party to comply with
or satisfy any, representation, warranty, covenant, condition or agreement made, or to be complied with or satisfied, by it pursuant to
this Agreement which would reasonably be expected, individually or in the aggregate, to result in any condition to the obligations of
any party to effect the Merger not to be satisfied (provided, however, that the delivery of any notice pursuant to this Section 6.5 shall not cure any breach of any representation, warranty, covenant or agreement contained in this Agreement or otherwise
limit or affect the remedies available hereunder to the party receiving such notice). Any such notice pursuant to this Section 6.5 shall not affect any representation, warranty, covenant or agreement contained in this Agreement and any failure to make such notice (in
and of itself) shall not be taken into account in determining whether the conditions set forth in Article 7 have been satisfied
or give rise to any right of termination set forth in Article 8.

6.6 Stockholder Litigation. The Company shall promptly advise Parent, and give Parent the opportunity to participate in the
defense, of any claim, demand, other correspondence related to stockholder litigation against the Company and/or its directors and officers,
or any of them, in connection with or relating to the transactions contemplated by this Agreement (collectively, “ Company Transaction
Litigation ”), including the Merger, and shall keep Parent reasonably informed regarding any such Company Transaction Litigation.
The Company shall give Parent the opportunity to consult with the Company regarding the defense or settlement of any such Company Transaction
Litigation, and shall consider in good faith Parent’s views with respect to such Company Transaction Litigation. The Company shall
not issue any supplemental disclosure, make any commitments with respect to, or otherwise settle or agree to settle any such Company Transaction
Litigation without Parent’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed). For purposes
of this Section 6.6, “participate” means that Parent will be kept apprised of proposed strategy and other significant
decisions with respect to any such Company Transaction Litigation by the Company (to the extent that the attorney-client privilege between
the Company and its counsel is not undermined), and Parent may offer comments or suggestions with respect to such Company Transaction
Litigation, which the Company shall consider in good faith, but will not be afforded any decision-making power or other authority over
such Company Transaction Litigation except for the settlement consent set forth above.

6.7 Public Announcements. So long as this Agreement is in effect, Parent and the Parent Subsidiaries, on the one hand, and the
Company and the Company Subsidiaries, on the other, shall not issue any press release or make any public statement with respect to this
Agreement or the transactions contemplated hereby without the prior written consent of the other party (which consent shall not be unreasonably
withheld, conditioned or delayed), except (a) as may be required by applicable Law, or the rules or regulations of any applicable United
States securities exchange or regulatory or governmental body to which the relevant party is subject, in which case the party required
to make the release or announcement shall use its commercially reasonable efforts to allow each other party reasonable time to comment
on such release or announcement in advance of such issuance, or (b) is consistent with prior communications previously consented
to by the other parties. The press release announcing the execution and delivery of this Agreement shall be a joint release of, and shall
not be issued prior to the approval of each of, the Company and Parent.

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6.8 Employee Benefit Matters.

(a) During the period commencing on the Closing Date and ending on the last day of the year in which the Closing occurs, Parent shall,
or shall cause one of its affiliates (including the Surviving Corporation and its Subsidiaries) to provide each Continuing Employee with
(i) a total target cash opportunity (i.e., inclusive of an annual base salary or base wage rate and a target annual cash bonus opportunity,
and excluding an equity or equity-linked compensation opportunity) and (ii) employee health and welfare benefits, in each case, that is
or are, in Parent’s reasonable discretion, either (A) no less favorable in the aggregate than such target cash opportunity or benefits
in effect for the Continuing Employee immediately prior to the Closing, or (B) no less favorable in the aggregate than such target cash
opportunity or benefits provided to similarly situated employees of Parent or Parent’s affiliates. With respect to each Continuing
Employee, if such employee experiences a “qualifying termination” (as defined on Section 6.8(a) of the Company Disclosure
Schedule) during the period commencing on the Closing Date and ending on the last day of the year in which the Closing occurs, Parent
shall, or shall cause one of its affiliates (including the Surviving Corporation and its Subsidiaries), to provide severance payments
to such employee in accordance with the terms and conditions set forth on Section 6.8(a) of the Company Disclosure Schedule (taking
into account such employee’s years of service as required pursuant to Section 6.8(b)).

(b) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans
of Parent and its Subsidiaries providing benefits to any Continuing Employees after the Effective Time (the “ New Plans ”),
each Continuing Employee shall, subject to applicable law and applicable tax qualification requirements, be credited with his or her years
of service with the Company and its Subsidiaries and their respective predecessors before the Effective Time, to the same extent as such
Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar Company Benefit Plan in which
such Continuing Employee participated or was eligible to participate immediately prior to the Effective Time; provided that, the
foregoing shall not apply (i) to the extent that its application would result in a duplication of benefits, (ii) for purposes of any equity-based
incentive plan, long-term incentive plan, pension plan, retiree welfare plan, or (iii) to any benefit plan that is a frozen plan or provides
grandfathered benefits. In addition, and without limiting the generality of the foregoing, (i) each Continuing Employee shall be immediately
eligible to participate, without any waiting time (other than any administrative delays in connection with any transition to Parent’s
tax qualified defined contribution plan), in any New Plans to the extent coverage under such New Plan is of the same type as the Company
Benefit Plan in which such Continuing Employee participated immediately before the Effective Time (such plans, collectively, the “ Old
Plans ”), and (ii)(A) for purposes of each New Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing
Employee, Parent or its applicable Subsidiary shall cause all preexisting condition exclusions and actively-at-work requirements of such
New Plan to be waived for such Continuing Employee and his or her covered dependents, unless such conditions would not have been waived
under the Old Plan in which such Continuing Employee participated immediately prior to the Effective Time and (B) Parent and its applicable
Subsidiary shall use commercially reasonable efforts to cause any eligible expenses incurred by such Continuing Employee and his or her
covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding
New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible and maximum out-of-pocket requirements
applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance
with such New Plan.

(c) Unless otherwise directed
by Parent in writing delivered to the Company not less than five Business Days prior to the Closing Date, the Company and each of the
Company Subsidiaries shall adopt resolutions and take all such corporate action as is necessary to terminate each (i) 401(k) plan maintained,
sponsored or contributed to by the Company or any of the Company Subsidiaries (collectively, the “ Company 401(k) Plans ”),
in each case, effective as of the day immediately prior to the Closing Date, and (ii) each Company Benefit Plan that is a “nonqualified
deferred compensation plan” within the meaning of Section 409A of the Code. The Company shall provide Parent with evidence that
such Company 401(k) Plans and nonqualified deferred compensation plans have been properly terminated, and the form of such termination
documents shall be subject to the reasonable approval of Parent. In the event of the termination of any Company 401(k) Plan pursuant
to this Section 6.8(a) (each such terminated Company 401(k) Plan, a “ Terminated Company 401(k) Plan ”), Parent
or the applicable Parent Subsidiary shall use commercially reasonable efforts to cause a defined contribution plan that is qualified
under Section 401(a) of the Code, that includes a cash or deferred arrangement within the meaning of Section 401(k) of the
Code and that is established or maintained by Parent or the applicable Parent Subsidiary to accept eligible rollover distributions (as
defined in Section 402(c)(4) of the Code) from current and former employees of the Company and the Company Subsidiaries with respect
to such individuals’ account balances (excluding loans) under such Terminated Company 401(k) Plan, if elected by any such individuals.

(d) Notwithstanding anything to the contrary set forth in this Agreement, no provision of this Agreement shall be deemed to (i) guarantee
employment for any period of time for, or preclude the ability of Parent or the Surviving Corporation to terminate the employment of,
any Continuing Employee for any reason; (ii) require the Company, Parent or the Surviving Corporation to continue any Company Benefit
Plan, Parent Benefit Plan or prevent the amendment, modification or termination thereof; or (iii) amend, terminate, establish or create
any Company Benefit Plan or Parent Benefit Plan or other employee benefit plans or arrangements. The provisions of this Section 6.8 are solely for the benefit of the parties, and no Continuing Employee (including any beneficiary or dependent thereof) shall be regarded
for any purpose as a third party beneficiary of this Agreement, and no provision of this Section 6.8 shall create such rights in
any such persons.

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6.9 Indemnification of Directors and Officers.

(a) For a period beginning at the Effective Time and ending six years after the Effective Time, the Surviving Corporation shall, and
Parent shall cause the Surviving Corporation to, indemnify and hold harmless all past and present directors and officers of the Company
or any Company Subsidiary (the “ Covered Persons ”), subject to applicable Law, to the same extent such Covered Persons
are indemnified as of the date hereof by the Company or any Company Subsidiary pursuant to applicable Law, the Company Charter, the Company
Bylaws, the certificate of incorporation and bylaws (or equivalent organizational or governing documents) of any Company Subsidiary or
indemnification agreements (that have been made available to Parent prior to the date hereof), if any, in existence on the date hereof
with any directors or officers of the Company or any Company Subsidiary for any Proceedings arising out of acts or omissions in their
capacity as directors or officers of the Company or any Company Subsidiary, as applicable, occurring at or prior to the Effective Time.
The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, indemnify and hold harmless the Covered Persons
to the fullest extent permitted by Law, for acts or omissions occurring in connection with the adoption and approval of this Agreement
and the consummation of the transactions contemplated hereby. The Surviving Corporation shall, and Parent shall cause the Surviving Corporation
to, advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceeding or investigation with respect
to the matters subject to indemnification pursuant to this Section 6.9(a) in accordance with the procedures set forth with
respect to any Covered Person in the Company Charter, the Company Bylaws, the certificate of incorporation and bylaws (or equivalent organizational
documents) of any Company Subsidiary, or indemnification agreements (that have been made available to Parent prior to the date hereof),
if any, in existence on the date hereof with any directors and officers of the Company or any Company Subsidiary; provided, however,
that the Covered Person to whom expenses are advanced shall undertake to repay such advanced expenses by the Surviving Corporation, if
it is ultimately determined by a final non-appealable judgment of a court of competent jurisdiction that such Covered Person is not entitled
to indemnification pursuant to this Section 6.9(a). Notwithstanding anything herein to the contrary, if any Proceeding (whether
arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification hereunder
on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.9(a) shall continue in effect
until the final disposition of such Proceeding.

(b) For not less than six years from and after the Effective Time, the organizational documents of the Surviving Corporation shall
contain provisions no less favorable with respect to exculpation, indemnification of and advancement of expenses to Covered Persons for
periods at or prior to the Effective Time than are currently set forth with respect to any Covered Person, in the Company Charter, the
Company Bylaws, the certificate of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary in existence
on the date hereof. For not less than six years from the Effective Time, the Surviving Corporation shall not amend, repeal or otherwise
modify the exculpation, indemnification and advancement of expenses provisions of its or any of its Subsidiaries’ certificates of
incorporation or by-laws or similar organizational documents as in effect immediately prior to the Effective Time in any manner that would
adversely affect the rights thereunder of any Covered Person. In the event that Parent or the Surviving Corporation (i) consolidates with
or merges into any other Person and is not 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, Parent or the Surviving Corporation
(as applicable) shall cause proper provision to be made so that the successors and assigns of Parent or the Surviving Corporation (as
applicable) assume the obligations set forth in this Section 6.8(a), unless such assumption occurs by operation of Law.

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(c) For not less than six years from and after the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving
Corporation shall, maintain in effect, the Company’s current directors’ and officers’ liability insurance policies covering
acts or omissions occurring (or alleged to occur) prior to or at the Effective Time with respect to Covered Persons; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 6.9(c) more than
an amount per year equal to 300% of current annual premiums paid by the Company for such insurance. In the event that, but for the proviso
to the immediately preceding sentence, the Surviving Corporation would be required to expend more than 300% of current annual premiums,
the Surviving Corporation shall obtain the maximum amount of such insurance obtainable by payment of annual premiums equal to 300% of
current annual premiums. In lieu of the foregoing, the Company, in consultation with Parent, may (and at the request of Parent, the Company
shall use its reasonable best efforts to) purchase at or prior to the Effective Time, and/or the Surviving Corporation may purchase following
the Effective Time, a six-year “tail” prepaid officers’ and directors’ liability insurance policy in respect of
acts or omissions occurring prior to the Effective Time covering each such Covered Person for an amount not to exceed 300% of current
annual premiums. If such “tail” policy has been established by Parent or the Company, the Surviving Corporation shall not
terminate such policy and shall cause all obligations of Parent or the Company thereunder to be honored by the Surviving Corporation.

(d) Following the Effective Time, the obligations under this Section 6.8(a) shall not be terminated or modified in any
manner that is adverse to the Covered Persons (and their respective successors and assigns) without the consent of such affected Covered
Person (or their respective successors and assigns) (it being expressly agreed that the Covered Persons (including successors and assigns)
shall be third party beneficiaries of this Section 6.8(a)).

6.10 Section 16 Matters. Prior to the Effective Time, the Company shall take all such steps as may be reasonable necessary
or appropriate to cause any dispositions of Company Common Stock (including derivative securities with respect to Company Common Stock)
or acquisitions of Parent Common Stock (including derivative securities with respect to Parent Common Stock) resulting from the transactions
contemplated hereby by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect
to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

6.11 Listing Matters. The Company and Parent shall cause the Company’s securities to be de-listed from the Nasdaq and the
TASE and de-registered under the Exchange Act as promptly as practicable following the Effective Time; provided that such delisting
and termination shall not be effective until immediately after the Effective Time. Parent shall, and the Company shall cooperate with
Parent to, use its reasonable best efforts to cause the shares of Parent Common Stock to be issued in connection with the Merger (including
shares of Parent Common Stock to be reserved for issuance upon exercise of Assumed Options) to be approved for listing on the Nasdaq,
subject to official notice of issuance, prior to the Effective Time.

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6.12 Takeover Statutes. If any Takeover Statute becomes or is deemed to be applicable to the Company, the Merger or any other
transaction contemplated by this Agreement, then the Company and the Company Board shall take all action reasonably available to it to
render such Law inapplicable to the foregoing.

6.13 Tax Benefits Preservation Plan. The Company acknowledges and agrees that it shall not (a) redeem the Company Rights, (b)
amend the Tax Benefits Preservation Plan or (c) take any action that would allow any Person (as defined in the Tax Benefits Preservation
Plan) other than the Parent Parties to “Beneficially Own” or become the “Beneficial Owner” or acquire “Beneficial
Ownership” (as such terms are defined in the Tax Benefits Preservation Plan) of 4.9% or more of the outstanding shares of Company
Common Stock without causing a “Distribution Date”, “Flip-In Trigger Date” or “Triggering Event” (as
such terms are defined in the Tax Benefits Preservation Plan) to occur. The Company Board shall not (i) make a determination that the
Parent Parties or any of their respective affiliates or associates is an “Acquiring Person” (as defined in the Tax Benefits
Preservation Plan) for purposes of the Tax Benefits Preservation Plan or (ii) make a determination contrary to, or in any way revoke,
rescind or modify the Tax Benefits Preservation Plan Waiver. Prior to the Closing, the Company shall take all such actions as may be necessary,
including, for avoidance of doubt, amending the Tax Benefits Preservation Plan, to cause the Tax Benefits Preservation Plan to terminate,
and all outstanding Company Rights to expire without value, immediately prior to the Effective Time. Prior to the Closing, the Company
shall provide Parent with evidence, reasonably satisfactory to Parent, demonstrating the Company’s compliance with the covenant
set forth in the preceding sentence.

6.14 Cooperation as to Integration.

(a) From and after the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8, the Company shall, and shall cause each applicable Company Subsidiary, and cause (or cause the applicable Company Subsidiary
to cause) each director, officer or employee of the Company or any Company Subsidiary, and direct (or cause the applicable Company Subsidiary
to direct) any other applicable Company Representative to, use its reasonable best efforts to reasonably cooperate with Parent and the
Parent Representatives as may be reasonably requested by Parent and the Parent Representatives from time to time, including by complying
with the provisions of Section 6.2(a) (subject to the limitations contained therein), in connection with planning for the integration
of the business operations, systems, processes and personnel of Parent and the Company (collectively, “ Integration Planning Activities ”),
in each case, subject to the proviso in Section 6.2(a) and applicable Law (including Regulatory Laws and Privacy and Security Laws).

(b) In furtherance of the Integration Planning Activities contemplated by Section 6.14(a), and subject to the proviso in Section
6.2(a) and applicable Law (including Regulatory Laws and Privacy and Security Laws), the Company shall, and shall cause each applicable
Company Subsidiary, and cause (or cause the applicable Company Subsidiary to cause) each director, officer or employee of the Company
or any Company Subsidiary, and direct (or cause the applicable Company Subsidiary to direct) any other applicable Company Representative
to, reasonably cooperate with Parent (during normal business hours and in such a manner as not to interfere unreasonably with the operation
of any business conducted by the Company or any Company Subsidiary), as may be reasonably requested by Parent or the Parent Representatives
from time to time in connection with the preparation, development and implementation of a comprehensive integration plan covering all
material functional areas of the Company and the Company Subsidiaries’ respective businesses and the identification of any operational
efficiencies and revenue enhancement opportunities arising therefrom.

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(c) Upon the Company’s written request to Parent, Parent will promptly reimburse the Company or any applicable Company Subsidiary
on an as-incurred basis for any reasonable and documented out-of-pocket costs or expenses incurred or otherwise payable by the Company
or any Company Subsidiary in connection with their cooperation or efforts pursuant to this Section 6.14; provided, that,
no costs or expenses incurred or otherwise payable by the Company or any Company Subsidiary in respect of services provided by a third
party service provider to the Company or any Company Subsidiary in connection with any Integration Planning Activities shall be reimbursed
by Parent pursuant to this Section 6.14(c) unless the Company or such Company Subsidiary shall have received Parent’s prior written
consent to engage such third party service provider prior to the commencement of any such services.

(d) The parties acknowledge that any Integration Planning Activities are intended solely for the purpose of facilitating the orderly
integration of the businesses of Parent and the Company following the Closing, and shall not involve the implementation of any integration
steps or operational changes prior the Effective Time (other than planning activities in anticipation thereof). Nothing in this Section
6.14 shall be construed to permit Parent to, directly or indirectly, control or direct the operations of the Company or any Company
Subsidiary prior to the Effective Time.

6.15 Repayment of 2026 Notes; Note Restructuring Transactions. Prior to the Closing, (a) the Company shall use its reasonable
best efforts to repurchase (effective as of or prior to the Closing) in full all of the 2026 Notes in accordance with that certain Indenture,
dated as of December 4, 2020, by and between the Company, as issuer, and U.S. Bank National Association, as trustee and any other agreements
governing the 2026 Notes; provided, that such reasonable best efforts shall not require the Company to (i) repurchase any 2026
Notes at a price that exceeds the face amount thereof or (ii) utilize cash and cash equivalents of the Company and the Company Subsidiaries
that the Company, acting reasonably and in good faith, determines is reasonably necessary and appropriate for the Company and the Company
Subsidiaries to utilize for the payment of expenses in the ordinary course consistent with past practices; and (b) each of Parent and
the Company shall, and shall each use their respective reasonable best efforts to cause each holder of Secured Notes to, cause the Notes
Restructuring Transactions to be consummated in all material respects in accordance with the terms and subject to the conditions of the
Notes Restructuring Agreement contemporaneously with, and contingent upon, the Closing.

6.16 Director Resignations. The Company shall use its reasonable best efforts to cause to be delivered to Parent resignations,
in form and substance reasonably acceptable to Parent, executed by each director of the Company in office as of immediately prior to the
Effective Time and effective upon the Effective Time.

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Article
7
Conditions to Consummation of the Merger

7.1 Conditions to Obligations of Each Party Under This Agreement. The respective obligations of each party to consummate the
Merger shall be subject to the satisfaction (or waiver, if permissible under Law) at or prior to the Effective Time of each of the following
conditions:

(a) Company Stockholder Approval: The Company shall have obtained the Required Company Vote at the Company Stockholders Meeting
(as such meeting may have been adjourned or postponed in accordance with this Agreement);

(b) No Injunctions or Restraints: No (i) Law or Order shall have been issued, entered, promulgated or enacted that restrains,
enjoins, or otherwise prohibits or makes illegal the consummation of the Merger or (ii) injunction, Order or award restraining or enjoining,
or otherwise prohibiting, the consummation of the Merger shall have been issued by any Governmental Entity having jurisdiction over any
party and remain in force (each, a “ Legal Impediment ”);

(c) Regulatory Law: Any required consents, authorizations, approvals, orders, filings and declarations required to be obtained
prior to the consummation of the Merger pursuant to a Regulatory Law in any jurisdiction set forth in Section 7.1(b) of the Company
Disclosure Schedule shall have been filed, occurred or been obtained (or any applicable waiting period thereunder shall have expired or
been terminated), as applicable;

(d) Exchange Listing: The shares of Parent Common Stock to be issued in the Merger shall have been authorized and approved for
listing on the Nasdaq, subject to official notice of issuance; and

(e) Registration Statement: The Registration Statement shall have been declared effective by the SEC under the Securities Act
and shall not be the subject of any stop order.

7.2 Additional Conditions to Obligations of Parent and Merger Sub. The respective obligations of each Parent Party to consummate
the Merger shall be subject to the satisfaction (or waiver, if permissible under Law) at or prior to the Effective Time of each of the
following conditions:

(a) Representations and Warranties of the Company: (i) The representations and warranties of the Company contained in Section
3.2 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and
effect as if made on and as of such date (or, in the case of such representations and warranties that address matters only as of a particular
date or time, as of such date or time), except for de minimis inaccuracies, (ii) the representations and warranties of the Company
contained in Section 3.1, Section 3.3, Section 3.4(a), Section 3.21, Section 3.23 and Section 3.26 shall be true and correct in all material respects (without giving effect to any qualifications as to materiality or Company Material
Adverse Effect or other similar qualifications contained therein) as of the date of this Agreement and as of the Closing Date with the
same force and effect as if made on and as of such date (or, in the case of such representations and warranties that address matters only
as of a particular date or time, as of such date or time), (iii) the representations and warranties of the Company contained in Section
3.8(b) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same force and
effect as if made on and as of such date, and (iv) all other representations and warranties of the Company contained in Article 3 (except for those representations and warranties set forth in the foregoing clauses (i) through (iii)) shall be true and correct in all
respects (without giving effect to any qualifications as to materiality or Company Material Adverse Effect or other similar qualifications
contained therein) as of the date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of
such date (or, in the case of such representations and warranties that address matters only as of a particular date or time, as of such
date or time), except to the extent that any failures of such representations and warranties to be so true and correct, individually or
in the aggregate, have not had and would not be expected to have a Company Material Adverse Effect;

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(b) Performance of Obligations of the Company: The Company shall have performed or complied in all material respects with all
covenants and agreements to be performed or complied with by it under this Agreement at or prior to the Closing;

(c) No Material Adverse Effect: Since the date of this Agreement, no Company Material Adverse Effect shall have occurred;

(d) Certificate: The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed by an executive
officer of the Company, certifying that the conditions provided in Section 7.2(a), Section 7.2(b) and Section 7.2(c) have been satisfied;

(e) FIRPTA Certificate: The Company shall have delivered to Parent an affidavit, dated as of the Closing Date, sworn under penalty
of perjury and in form and substance reasonably satisfactory to Parent in compliance with the Code and Treasury Regulations certifying
that the transactions contemplated by this Agreement are exempt from withholding pursuant to Section 1445 of the Code; and

(f) Notes Restructuring Transactions: The Notes Restructuring Transactions shall have been consummated in accordance with the
Notes Restructuring Agreement.

7.3 Additional Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger shall be subject
to the satisfaction (or waiver, if permissible under Law) at or prior to the Effective Time of each of the following conditions:

(a) Representations and Warranties of the Parent Parties: (i) Any representation or warranty of the Parent Parties contained
in Section 4.1, Section 4.2, or Section 4.10 shall be true and correct in all material respects (without giving effect
to any qualifications as to materiality or Parent Material Adverse Effect or other similar qualifications contained therein) as of the
date of this Agreement and as of the Closing Date with the same force and effect as if made on and as of such date (or, in the case of
such representations and warranties that address matters only as of a particular date or time, as of such date or time) and (ii) any other
representation and warranty of the Parent Parties contained in Article 4 (except for those representations and warranties set forth
in the foregoing clause (i)) shall be true and correct in all respects (without giving effect to any qualifications as to materiality
or Parent Material Adverse Effect or other similar qualifications contained therein) as of the date of this Agreement and as of the Closing
Date with the same force and effect as if made on and as of such date (or, in the case of such representations and warranties that address
matters only as of a particular date or time, as of such date or time), except to the extent that any failures of such representations
and warranties to be so true and correct, individually or in the aggregate, have not had and would not be expected to have a Parent Material
Adverse Effect;

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(b) Performance of Obligations of the Parent Parties: The Parent Parties shall have performed or complied in all material respects
with all covenants and agreements to be performed or complied with by them under this Agreement at or prior to the Closing; and

(c) Certificate: The Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by an
executive officer of Parent, certifying that the conditions provided in Section 7.3(a) and Section 7.3(b) have been satisfied.

Article
8
Termination, Amendment and Waiver

8.1 Termination. This Agreement may be terminated prior to the Effective Time, and the Merger and the other transactions contemplated
hereby may be abandoned:

(a) Mutual Consent: By mutual written consent of Parent and the Company;

(b) Outside Date: By either the Company or Parent if the Effective Time shall not have occurred on or before October 21, 2026
(the “ Initial Outside Date ”); provided that, if on the Initial Outside Date the conditions set forth in Section
7.1(b) (to the extent related to the Regulatory Laws set forth in Section 7.1(c)) or Section 7.1(c) shall
not be satisfied, but all other conditions to the Closing set forth in Article 7 either have been satisfied (other than conditions
that by their nature can only be satisfied on the Closing Date) or waived by Parent, Merger Sub or the Company, as applicable, then the
Outside Date shall automatically be extended to December 5, 2026 (the “ Extended Outside Date ” and together with the
Initial Outside Date, the “ Outside Date ”) unless Parent and the Company mutually agree in writing to an earlier Extended
Outside Date; provided, further, that the right to terminate this Agreement under this Section 8.1(b) shall
not be available to any party whose material breach of any of its obligation under this Agreement is the primary cause of, or resulted
in, the failure of the Effective Time to occur on or before the Initial Outside Date or the Extended Outside Date, as the case may be;

(c) Legal Impediment: By either the Company or Parent, if any Legal Impediment permanently restraining, enjoining or otherwise
prohibiting or making illegal the Merger (or otherwise prohibiting the consummation of the Merger) shall have become final and non-appealable
such that the condition specified in Section 7.1(b) would not be satisfied at the Outside Date; provided that the right
to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to any party whose material breach of any
of its obligations under this Agreement is the primary cause of, or resulted in, the issuance of such Legal Impediment;

(d) Required Company Vote: By either the Company or Parent, if the Required Company Vote shall not have been obtained upon a
vote taken thereon at the Company Stockholders Meeting (as such meeting may have been adjourned or postponed in accordance with this Agreement);

(e) Change of Company Board Recommendation: By Parent, if (i) the Company Board shall have effected a Change of Company
Board Recommendation or (ii) the Company shall have materially breached its obligations under Section 6.3;

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(f) Company Superior Proposal: By the Company, prior to obtaining the Required Company Vote, if the Company Board (or a committee
thereof) shall have determined to terminate this Agreement in order to substantially concurrently with such termination enter into a definitive
agreement providing for a Company Superior Proposal; provided that (i) the Company has complied with its obligations in Section 6.3 and (ii) substantially concurrently with or prior to (and as a condition to) the termination of this Agreement, the Company pays to Parent
the Company Termination Fee;

(g) Company Breach: By Parent, if: (i) there has been a breach by the Company of its representations, warranties or covenants
contained in this Agreement such that any condition in Section 7.2(a) or Section 7.2(b) is not reasonably capable of being
satisfied while such breach is continuing, (ii) Parent shall have delivered to the Company written notice of such breach and (iii) such
breach is not capable of cure in a manner sufficient to allow satisfaction of the conditions set forth in Section 7.2(a) or Section
7.2(b) prior to the Outside Date or otherwise is not cured in a manner sufficient to allow satisfaction of the conditions set forth
in Section 7.2(a) or Section 7.2(b) by the earlier of (x) the Business Day prior to the applicable Outside Date or (y) thirty
(30) days following the date of delivery of such written notice to Parent; provided that, Parent may not terminate this Agreement
pursuant to this Section 8.1(g) if Parent is then in material breach of any representation, warranty, covenant or agreement set
forth in this Agreement that would result in the failure of any condition set forth in Section 7.3(a) or Section 7.3(b);
or

(h) Parent Breach: By the Company, if: (i) there has been a breach by any Parent Party of any of their representations,
warranties or covenants contained in this Agreement such that any condition in Section 7.3(a) or Section 7.3(b) is not reasonably
capable of being satisfied while such breach is continuing, (ii) the Company shall have delivered to Parent written notice of such
breach and (iii) either such breach is not capable of cure in a manner sufficient to allow satisfaction of the conditions set forth
in Section 7.3(a) or Section 7.3(b) prior to the Outside Date or otherwise is not cured in a manner sufficient to allow
satisfaction of the conditions set forth in Section 7.3(a) or Section 7.3(b) by the earlier of (x) the Business Day prior
to the applicable Outside Date or (y) or at least thirty (30) days following the date of delivery of such written notice to Parent; provided that, the Company may not terminate this Agreement pursuant to this Section 8.1(h) if the Company is then in material breach of
any representation, warranty, covenant or agreement set forth in this Agreement that would result in the failure of any condition set
forth in Section 7.2(a), Section 7.2(b) or Section 7.2(c) to be satisfied.

(i) Notes Restructuring Agreement: By Parent, if the Notes Restructuring Agreement is terminated for any reason; provided that, Parent may not terminate this Agreement pursuant to this Section 8.1(i) if such termination of the Notes Restructuring Agreement
primarily results from Parent’s material breach of the provisions thereof.

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8.2 Effect of Termination. In the event of the valid termination of this Agreement by either the Company or Parent as provided
in Section 8.1, written notice thereof shall be given by the terminating party to the other parties specifying the provisions
hereof pursuant to which such termination is made and the basis therefor described in reasonable detail, and this Agreement shall become
void and there shall be no liability or obligation on the part of any party or their respective Subsidiaries, officers, directors, Parent
Representatives or Company Representatives, as applicable, except with respect to Section 6.2(a), Section 6.7,
this Section 8.2, Section 8.3 and Article 9. Notwithstanding anything herein to the contrary, nothing herein
shall relieve any party for liabilities or damages incurred or suffered (including the loss to the stockholders of Parent or Company,
as applicable, of the benefits of the transactions contemplated by this Agreement) as a result of a Willful and Material Breach or Fraud
by the Company, on the one hand, or a Parent Party, on the other hand. No termination of this Agreement shall affect the obligations of
the parties contained in the Confidentiality Agreement or the Clean Team Agreement, all of which obligations shall survive the termination
of this Agreement in accordance with their terms.

8.3 Company Termination Fee.

(a) If this Agreement is terminated by Parent pursuant to Section 8.1(e), or by either the Company or Parent pursuant to Section 8.1(d) at a time when Parent would have been entitled to terminate this Agreement pursuant to Section 8.1(e),
then the Company shall pay, or cause to be paid, to Parent on the second (2nd) Business Day following such termination a termination fee
equal to (i) $5,000,000, plus (ii) an amount equal to Parent’s documented Expenses incurred prior to (and including) the
date of the termination of this Agreement (the “ Company Termination Fee ”).

(b) If this Agreement is terminated by the Company pursuant to Section 8.1(f), then the Company shall pay, or cause to be paid,
to Parent the Company Termination Fee substantially concurrently with or prior to (and as a condition to) such termination.

(c) If this Agreement is terminated (x) by the Company or Parent pursuant to Section 8.1(b) and, at the time of such termination,
all of the conditions to Closing set forth in Article 7 have been satisfied (other than conditions that by their nature can only
be satisfied on the Closing Date) or waived by Parent, Merger Sub or the Company, as applicable, other than the condition set forth in Section 7.2(f); provided that, the failure of such condition to be satisfied did not primarily result from Parent’s
material breach of the provisions of the Notes Restructuring Agreement, or (y) by Parent pursuant to Section 8.1(i), then the Company
shall pay, or cause to be paid, to Parent the Company Termination Fee, no later than the second (2nd) Business Day following such termination; provided, that notwithstanding anything in this Agreement to the contrary, solely for purposes of the Company’s obligation
to pay or cause to be paid to Parent the Company Termination Fee pursuant to this Section 8.3(c), Parent’s documented Expenses
shall be deemed to equal the lesser of (A) Parent’s documented Expenses actually incurred and (B) the Parent Expense Cap.

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(d) If this Agreement is terminated pursuant to Section 8.1(b), Section 8.1(d) or Section 8.1(g) and, in
any such case, (i) a Company Acquisition Proposal shall have been publicly disclosed or announced or shall have become publicly known
or made known to the Company Board or senior management of the Company, and shall not have been publicly withdrawn, in each case, after
the date hereof and prior to the time of the Company Stockholders Meeting (in the case of a termination pursuant to Section 8.1(d))
or the date of such termination (in the case of a termination pursuant to Section 8.1(b) or Section 8.1(g)) and (ii) within
twelve (12) months following such termination, the Company or any Company Subsidiary enters into a definitive agreement with respect to,
or consummates, a Company Acquisition Proposal, then the Company shall pay, or caused to be paid, to Parent the Company Termination Fee
no later than two Business Days following the consummation of such transaction. Notwithstanding the foregoing, in the event this Agreement
is terminated pursuant to Section 8.1(b), Section 8.1(d) or Section 8.1(g), and the holders of the Secured Notes
or any of their respective Related Funds (as defined in the Notes Restructuring Agreement), in each case, were not a Person or a part
of a group of Persons (as defined in Section 13(d)(3) of the Exchange Act) that submitted the Company Acquisition Proposal described in Section 8.3(d)(i) and have otherwise complied in all material respects with their obligations under the Notes Restructuring Agreement
prior to the date of such termination, the holders of the Secured Notes shall be entitled to propose to the Company a bona fide restructuring
transaction and/or that the Company become subject to a voluntary or involuntary reorganization or restructuring under applicable Laws
relating to bankruptcy, insolvency or the protection of creditors generally with respect to the Company and the Secured Notes or otherwise
enter into a definitive agreement to effect such reorganization or restructuring process during the twelve (12) month period following
such termination; provided, that, upon the consummation of such restructuring transaction, (1) the Company shall pay, or cause
to be paid, to Parent an amount equal to the lesser of (I) Parent’s documented Expenses incurred prior to (and including) the date
of such termination and (II) the Parent Expense Cap and (2) without limiting the Company’s obligation pursuant to the foregoing
clause (1), the Company shall not otherwise be required to pay or cause to be paid to Parent the Company Termination Fee. For purposes
of this Section 8.3(d), the term “Company Acquisition Proposal” shall have the meaning assigned to such term in Section 9.4,
except that the references to “15%” and “85%” therein shall be deemed to be references to “50%”.

(e) All payments under this Section 8.3 shall be made by wire transfer of immediately available funds to an account designated
in writing by Parent, or in the absence of such designation, an account established for the sole benefit of Parent.

(f) Each of the parties acknowledges and agrees (i) that the agreements contained in this Section 8.3 are an integral part
of the transactions contemplated by this Agreement, (ii) that without these agreements the parties would not enter into this Agreement,
and (iii) that the Company Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate
Parent and Merger Sub in the circumstances in which such Company Termination Fee is payable; provided, that no payment of the Company
Termination Fee shall be considered in lieu of, or a replacement or substitution for, damages incurred in the event of Willful and Material
Breach or Fraud. For the avoidance of doubt, in no event shall the Company be required to pay the Company Termination Fee on more than
one occasion.

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(g) If the Company fails to pay (or cause to be paid) the Company Termination Fee or, in the case of the penultimate sentence of Section
8.3(d), Parent’s Expenses up to the Parent Expense Cap, in each case when due, the Company shall pay to Parent, together with
the Company Termination Fee (or, in the case of the penultimate sentence of Section 8.3(d), Parent’s Expenses up to the Parent
Expense Cap), (A) interest on the Company Termination Fee (or, in the case of the penultimate sentence of Section 8.3(d), Parent’s
Expenses up to the Parent Expense Cap), from the date of termination of this Agreement at a rate per annum equal to the Prime Rate in
effect on the date that such payment was required to be made through the date that such payment was actually received and (B) Parent’s
out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred in the collection of such overdue amounts, including
in connection with any related Proceedings commenced. Notwithstanding anything herein to the contrary, the Company’s obligation
to pay or cause to be paid Parent’s Expenses pursuant to and in accordance with this Section 8.3 shall be subject to the
Company’s receipt of written notice from Parent setting forth, in reasonable detail, the amount of Parent’s Expenses to be
so paid.

Article
9
General Provisions

9.1 Non-Survival of Representations and Warranties. None of the representations, warranties or covenants in this Agreement or
in any instrument delivered pursuant to this Agreement shall survive the Effective Time except that this Section 9.1 shall
not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time, which shall survive
to the extent expressly provided for herein.

9.2 Fees and Expenses. Except for (a) the expenses in connection with printing and mailing the Proxy Statement/Prospectus and
Registration Statement and any Other Filings required in connection with the actions specified in Section 6.1, (b) all SEC filing
fees relating to the Merger and the transactions contemplated by this Agreement and (c) the fees in connection with the approvals required
under Section 7.1(c) related to the Merger and the transactions contemplated by this Agreement (of which fees and expenses (A)
set forth in clauses (a) and (b) of this Section 9.2 shall be borne, in each case, equally by Parent and the Company and (B) set
forth in clause (c) shall be borne by Parent), all fees and expenses incurred in connection with the preparation, negotiation and performance
of this Agreement and the consummation of the transactions contemplated by this Agreement shall be paid by the party incurring such expenses,
whether or not the Merger are consummated.

9.3 Notices (a). Any notices or other communications required or permitted under, or otherwise given in connection with, this
Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered or sent if delivered in Person or sent by
facsimile transmission (provided confirmation of facsimile transmission is obtained), (b) on the next Business Day if transmitted by national
overnight courier or (c) on the date delivered if sent by email (to the extent no “bounce back” or similar message indicating
non-delivery is received with respect thereto and delivery is followed within one Business Day pursuant to either clause (a) or (b)),
in each case, as follows (or to such other Persons or addressees as may be designated in writing by the party to receive such notice):

If to any Parent Party, addressed
to it at:

SoundHound AI, Inc.

5400 Betsy Ross Drive

Santa Clara, CA 95054

Attention: Keyvan Mohajer
Warren Heit

Email:       []
[]

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with a copy to (for information
purposes only):

Latham & Watkins LLP
505 Montgomery Street, Suite 2000
San Francisco, CA 94111
Attention: Luke Bergstrom
Max Schleusener

Lauren
Lefcoe

Email:       luke.bergstrom@lw.com

max.schleusener@lw.com

lauren.lefcoe@lw.com

If to the Company, addressed to it at:

LivePerson, Inc. **** 530 7 th Avenue, Floor M1

New York, NY 10018
Attention: John Collins

Monica Greenberg
Email:       [***]

[***]

with a copy to (for information
purposes only):

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

Attention: Philip Richter

Mark
Hayek

Adam Cohen

Email:        Philip.Richter@friedfrank.com

Mark.Hayek@friedfrank.com

Adam.Cohen@friedfrank.com

9.4 Certain Definitions. For purposes of this Agreement, the term:

“ 2026 Notes ”
means the Company’s 0% Convertible Senior Notes due 2026.

“ affiliate ”
means, as to any Person, a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under
common control with, the first-mentioned Person.

“ Aggregate Consideration
Amount ” means the sum of (a) the difference of (i) $ $42,784,532.64, minus (ii) the Company Shortfall Cash, plus (b)
the Aggregate Exercise Price.

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“ Aggregate Exercise
Price ” means the aggregate dollar amount of the exercise prices of all In-the-Money Company Options (other than Assumed Options).

“AI Inputs ”
shall mean data, work of authorship, text or other content used or relied upon by any aspect of AI Technologies to generate any AI Output.‎

“ AI Output ”
shall mean any data, work of authorship, text or other content that is generated by any AI Technologies.

“ AI Technologies ”
shall mean any Software or other technology related to deep learning, machine learning, self-improving, generative artificial intelligence
or other artificial intelligence fields including, but not limited to, those that 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 all U.S. and non-U.S. Laws relating to the prevention of corruption and bribery, including, without limitation, the U.S. Foreign
Corrupt Practices Act of 1977, as amended, and the UK Bribery Act 2010, as amended.

“ beneficial ownership ”
(and related terms such as “beneficially owned” or “beneficial owner”) has the meaning set forth in Rule 13d-3
under the Exchange Act.

“ Business Day ”
has the meaning set forth in Rule 14d-1(g)(3) under the Exchange Act.

“ Closing Merger Consideration ”
means the number of shares of Parent Common Stock derived from dividing (a) the Aggregate Consideration Amount, by (b) the
Parent Closing Stock Price.

“ Code ” means
the United States Internal Revenue Code of 1986, as amended.

“ Collective Bargaining
Agreement ” means any collective bargaining agreement, works council agreement, or other agreement, understanding or Contract
(including any addenda, side letter, memorandum of understanding, letter of assent, neutrality agreement or ancillary agreement thereto)
with any Union.

“ Company Acceptable
Confidentiality Agreement ” means a confidentiality agreement entered into by the Company after the date hereof, in either case,
that contains confidentiality provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality
Agreement and do not in any way restrict the Company or its representatives from complying with its disclosure obligations under this
Agreement; provided, that, any such confidentiality agreement need not contain any standstill provision and shall not include any
provision conflicting with or otherwise impairing the Company’s ability to comply with its obligations under this Agreement.

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“ Company Acquisition
Proposal ” means any offer, proposal or indication of interest from any Person or group of Persons as defined in Section 13(d)(3)
of the Exchange Act (other than Parent and the Parent Subsidiaries) at any time relating to any transaction or series of related transactions
(other than the Merger) involving: (a) any acquisition or purchase by any person, directly or indirectly, of more than fifteen percent
(15%) of any class of outstanding voting or equity securities of the Company (whether by voting power or number of shares), or any tender
offer (including a self-tender offer) or exchange offer that, if consummated, would result in any person beneficially owning more than
fifteen percent (15%) of any class of outstanding voting or equity securities of the Company (whether by voting power or number of shares);
(b) any merger, consolidation, share exchange, business combination, joint venture, recapitalization, reorganization or other similar
transaction involving the Company and a person pursuant to which the stockholders of the Company immediately preceding such transaction
hold less than eighty five percent (85%) of the equity interests in the surviving, resulting or ultimate parent entity of such transaction
(whether by voting power or number of shares); or (c) any sale, lease, exchange, transfer or other disposition to a person of more
than fifteen percent (15%) of the consolidated assets of the Company and the Company Subsidiaries (measured by the fair market value thereof).

“ Company Benefit Plan ”
means each Employee Benefit Plan that is sponsored, maintained, contributed to, or required to be contributed to, by the Company or any
of the Company Subsidiaries.

“ Company Cash Balance ”
means the amount of cash and cash equivalents in the final Estimated Closing Statement; provided that, for the avoidance of doubt,
the Company Cash Balance will give pro forma effect (i.e., as a deduction) for all amounts payable by the Company that remain unpaid in
connection with the transactions contemplated by this Agreement, the Notes Restructuring Agreement, and any similar or alternative transactions
involving the Company, its stockholders and/or the Secured Notes (including transactions with other potential acquirers or investors and
including any debt restructuring transactions), if any, in connection with the transactions preceding and/or related to the transactions
contemplated hereby (which may be as little as zero dollars ($0)), including (i) all unpaid Company Transaction Expenses, (ii) unpaid
amounts used or to be used to repurchase and retire or extinguish 2026 Notes between April 1, 2026, and the Closing Date, if any, and
(iii) the amount to be remitted to the holders of First Lien Notes by the Company under ‎Section 2.01(b)(i) of the Notes Restructuring
Agreement and to the holders of Second Lien Notes under Section 2.01(c)(i) under the Notes Restructuring Agreement; provided, that
notwithstanding the foregoing, the fees and expenses payable by the Company pursuant to Section 9.2(a) and Section 9.2(b) shall be excluded from “Company Cash Balance” hereunder.

“ Company Equity Award ”
means each Company Option and Company RSU Award.

“ Company Equity Plans ”
means (a) the Company’s Amended and Restated 2019 Stock Incentive Plan and (b) the Company’s Amended and Restated 2018 Inducement
Plan.

“ Company ESPP ”
means the Company’s 2019 Employee Stock Purchase Plan, as amended.

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“ Company Intervening
Event ” means any Effect occurring or arising after the date of this Agreement that is material to the Company and the Company
Subsidiaries (taken as a whole) that (a) was not known or reasonably foreseeable to the Company or the Company Board as of or prior to
the date hereof and becomes known to the Company Board following the date of this Agreement and (b) does not involve or relate to a Company
Acquisition Proposal; provided that, in no event shall any of the following Effects constitute a Company Intervening Event: (i)
changes in the price or trading volume of the Company Common Stock or Parent Common Stock (it being understood that the facts or occurrences
giving rise to or contributing to such changes may be taken into account in determining whether there has been a Company Intervening Event)
or changes in the credit rating of the Company or Parent, (ii) the Company or Parent meeting, failing to meet, or exceeding any internal
or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics
for any period (it being understood that the facts or occurrences giving rise to or contributing to such circumstances may be taken into
account in determining whether there has been a Company Intervening Event), (iii) changes in general economic, political, regulatory,
legislative or financial conditions or markets (including changes in interest rates, exchange rates, stock, bond or debt prices), (iv)
changes in GAAP, other applicable accounting rules or applicable Law or, in any such case, changes in the interpretation thereof, or (v)
natural disasters, epidemics or pandemics.

“ Company Material Adverse
Effect ” means any change, event, occurrence, condition or development (an “ Effect ”) that, individually or
in the aggregate, has or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise),
assets, liabilities, operations or results of operations of the Company and the Company Subsidiaries, taken as a whole; provided, however, that Effects arising out of, or resulting from the following shall not constitute a Company Material Adverse Effect, and
shall not otherwise be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be
expected to occur, except that Effects with respect to clauses (a), (b) or (c) of the below shall be considered to the extent such Effect
disproportionately and adversely impacts the Company or the Company Subsidiaries, taken as a whole, relative to the other companies operating
in the same industries: (a) changes in applicable Law (or the interpretation or enforcement thereof) or changes in GAAP (or the interpretation
or enforcement thereof), (b) (i) changes in general economic or regulatory conditions, or changes in securities, credit or other financial
markets, including interests rates or exchange rates in the United States or globally or (ii) changes in conditions in the industries
(including seasonal fluctuations) in which the Company or the Company Subsidiaries operate, (c) changes in global or national political
conditions (including the outbreak, continuation or escalation of war (whether or not declared), military action, acts of armed hostility,
sabotage or acts of terrorism), changes due to natural disasters or changes in the weather or changes due to the outbreak or worsening
of an epidemic, pandemic or other health crisis or other force majeure events, including any material worsening of such conditions threatened
or existing as of the date hereof, (d) actions or omissions expressly required of the Company by the terms of this Agreement or taken
or not taken with the prior written consent of Parent (other than its obligations to operate its business in the ordinary course), (e)
the execution, announcement, pendency or consummation of this Agreement and the transactions contemplated hereby, including any litigation
arising out of or relating to this Agreement or the Merger, the identity of Parent, departures of officers or employees, changes in relationships
with suppliers or customers or other business relations, in each case solely to the extent resulting from the execution, announcement,
pendency or consummation of this Agreement and the transactions contemplated hereby; provided, that the exceptions set forth in
this clause (e) shall not apply in connection with any breach or inaccuracy of a representation or warranty set forth in this Agreement
expressly addressing the consequences of the execution, announcement, existence, pendency or consummation of this Agreement and the transactions
contemplated hereby or to address the consequences of litigation of, compliance with or performance under, this Agreement, compliance
with or performance under, this Agreement, (f) changes in the trading price or trading volume of Company Common Stock; provided,
that the underlying cause of such change in trading price or trading volume may be taken into account in determining whether a Company
Material Adverse Effect has occurred, or (g) any failure by the Company or any of the Company Subsidiaries to meet any internal or published
revenue, earnings or other financial projections, estimates, expectations or forecasts for any period; provided, that the underlying
cause of such failure may be taken into account in determining whether a Company Material Adverse Effect has occurred.

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“ Company Minimum
Cash ” means an amount in cash equal to (a) $74,000,000, provided, that in the event the Closing Date occurs in the calendar
month of July, the amount for purposes of this clause (a) shall be $71,000,000, minus (b) the amount of cash, if any, paid by
the Company to repurchase and retire the 2026 Notes between April 1, 2026, and the Closing Date, minus (c) the 2026 Notes Discount
Capture (as defined in the Notes Restructuring Agreement).

“ Company Option ”
means an option to acquire shares of Company Common Stock granted under a Company Equity Plan or granted to a Company employee or other
service provider outside of the Company Equity Plans.

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

“ Company Products ”
shall mean each and all current and past services (including cloud-based service offered via the Internet) and products (including any
and all Data products, applications, algorithms and other Software), in each case, including those that that incorporate or employ any
AI Technologies (“ Company AI Products ”), made commercially available, marketed, distributed, developed, supported,
sold, imported for resale, licensed out, or otherwise provided by or on behalf of the Company or any Company Subsidiary, including products
and services under development.

“ Company Representatives ”
means the Company’s and the Company Subsidiaries’ respective directors, officers, employees, accountants, consultants, legal
counsel, investment bankers, advisors, agents, brokers and other representatives acting for or on behalf of the Company or any Company
Subsidiary.

“ Company RSU Award ”
means an award of restricted stock units with respect to shares of Company Common Stock granted under a Company Equity Plan.

“ Company Shortfall
Cash ” means an amount in cash equal to (a) the Company Minimum Cash, minus (b) the Company Cash Balance; provided that, if a negative number results from such calculation, “Company Shortfall Cash” shall be zero (0).

“ Company Superior Proposal ”
means a bona fide written Company Acquisition Proposal (except the references therein to “15%” shall be replaced by “80%”
and the references to “85%” shall be replaced by “25%”) made by a third party which the Company Board determines
in good faith (after consultation with its outside counsel and, with respect to financial matters, financial advisors), taking into account
all relevant factors (including all the terms and conditions of such proposal or offer (including the transaction consideration, conditionality,
timing, certainty of financing or regulatory approvals and likelihood of consummation)) and this Agreement (and, if applicable, any changes
to the terms of this Agreement proposed by Parent pursuant to Section 6.3), (a) if accepted, is reasonably likely to be consummated
on the terms proposed, taking into account any required redemption, exchange, repayment or restructuring of the 2026 Notes and/or the
Secured Notes required in connection with such Company Acquisition Proposal in accordance with the indentures and other agreements governing
the 2026 Notes and the Secured Notes, as applicable (and whether the holders of the 2026 Notes and/or the Secured Notes would be reasonably
expected to consent to such Company Acquisition Proposal in accordance with the indentures and other agreements governing the 2026 Notes
and the Secured Notes, as applicable) and (b) is more favorable to the Company’s stockholders from a financial point of view than
the Merger.

“ Company Transaction
Expenses ” means all fees and expenses incurred by or on behalf of the Company or by any other Person for which the Company is
responsible in connection with or related to the negotiation, preparation, execution and performance of this Agreement, the Notes Restructuring
Agreement and the transactions contemplated hereby and thereby and any similar or alternative transaction involving the Company, its stockholders
and/or the Secured Notes (including transactions with other potential acquirors or investors and including any debt restructuring transactions),
if any, in connection with the transactions leading hereto (which may be as little as zero dollars ($0)), including, for the avoidance
of doubt, all fees and expenses payable to brokers, financial advisors, investment banks, legal advisors, accountants and other professional
advisors in connection with the transactions contemplated hereby and by the Notes Restructuring Agreement and by such other similar or
alternative transactions, as applicable.

“ Company Warrant ”
means warrants to subscribe for and purchase shares of Company Common Stock, including those warrants to subscribe for and purchase shares
of Company Common Stock pursuant to that certain (a) Warrant to Purchase Common Stock, Certificate Number 0001, and (b) Warrant, Certificate
Number 0002, in each case, issued June 3, 2024, by and between the Company and Lynrock Lake Master Fund LP.

“ Continuing Employee ”
means each employee of the Company or any of the Company Subsidiaries who is employed by the Company or any of the Company Subsidiaries
as of immediately prior to the Effective Time and who continues to be actively employed by the Surviving Corporation (or any of its affiliates)
on or following the Effective Time.

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“ Contract ”
or “ Contracts ” means any of the agreements, arrangements, contracts, leases (whether for real or personal property),
powers of attorney, notes, bonds, mortgages, indentures, deeds of trust, loans, evidences of indebtedness, letters of credit, settlement
agreements, franchise agreements, undertakings, covenants not to compete, employment agreements, licenses, purchase and sale orders and
other legally binding commitments to which in each case a Person is a party or by which any of the properties or assets of such Person
or its Subsidiaries are bound.

“ 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 or policies of a Person, whether through the ownership of capital stock
or other Equity Interests, as trustee or executor, by Contract or credit arrangement or otherwise.

“ Data ” shall
mean any information, inputs, figures, facts, numbers, statistics, geographic and location information, AI Inputs, validation data, and
test data, data collections, and databases, in any form, whether structured or unstructured.

“ Employee Benefit Plan ”
means any (a) “employee benefit plan” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), (b) bonus,
incentive or deferred compensation or equity or equity-based compensation plan, program, policy or arrangement, including employer stock
and incentive plans, (c) severance, change in control, employment, individual consulting, pension, retirement, profit sharing, retention
or termination plan, program, agreement, policy or arrangement or (d) other compensation or benefit plan, program, agreement, policy,
practice, contract or arrangement and whether or not subject to ERISA, including all bonus, cash or equity-based incentive, commission,
sales, deferred compensation, stock purchase, health, medical, dental, vision, or other health plans, disability, accident, life insurance,
holiday, vacation, paid time off, perquisite, fringe benefit, severance, termination, change of control, transaction, retention, employment,
separation, retirement, pension, or savings, plans, programs, policies, agreements or arrangements, other than any statutory plan, program,
or arrangement that is required under applicable Laws and maintained by any Governmental Entity.

“ Environmental Laws ”
means any and all applicable Laws which regulate or relate to pollution or the protection of the environment or human health and safety
(solely to the extent related to exposure to Hazardous Substances), including Laws related to the use, treatment, storage, transportation,
handling or Release of Hazardous Substances.

“ Environmental Permits ”
means any permit, certificate, registration, notice, approval, identification number, waiver, variance, exemption, license, clearance,
or other authorization required under any applicable Environmental Law.

“ Equity Interest ”
means any share, capital stock, partnership, limited liability company, member or similar equity interest in any Person, and any option,
warrant, right or security (including debt securities) convertible, exchangeable or exercisable into or for any such share, capital stock,
partnership, limited liability company, member or similar equity interest.

“ ERISA ” means
the Employee Retirement Income Security Act of 1974 and the rules and regulations promulgated thereunder.

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“ ERISA Affiliate ”
means, with respect to any entity, trade or business, any other entity, trade or business that is a member of a group described in Section
414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the first entity, trade or business, or that is a member
of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

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

“ Expenses ”
includes all out-of-pocket fees, costs and other expenses (including all fees and expenses of counsel, accountants, investment bankers,
financing sources, experts and consultants to a party and its affiliates) incurred by a party or on its behalf in connection with or related
to the authorization, preparation, negotiation, execution and performance of this Agreement and the transactions contemplated hereby,
including the preparation, printing, filing and mailing of the Proxy Statement/Prospectus or Registration Statement and all other matters
related to the transactions contemplated by this Agreement.

“ First Lien Notes ”
means the Company’s First Lien Convertible Senior Notes due 2029.

“ Fraud ” means
actual fraud under Delaware law.

“ Fully Diluted Common
Number ” means, without duplication, the sum of (a) the total number of shares of Company Common Stock that are issued and outstanding
immediately prior to the Effective Time (excluding Company Cancelled Shares), plus (b) the total number of shares of Company
Common Stock that are issuable upon the conversion, exercise or settlement in full of all In-the-Money Company Options, Company RSU Awards,
convertible securities, or other rights to acquire Company Common Stock that are outstanding as of immediately prior to the Effective
Time; provided that, notwithstanding the foregoing, the “Fully Diluted Common Number” shall not include (a) the Company
Rights or any securities of the Company issuable upon the exercise thereof pursuant to the Tax Benefits Preservation Plan or (b) any shares
of Company Common Stock that are issuable upon the exercise or conversion of the Company Warrants or the 2026 Notes and the First Lien
Notes except to the extent such Company Warrants or notes are exercised or converted into shares of Company Common Stock prior to the
Effective Time.

“ GAAP ” means
generally accepted accounting principles, as applied in the United States.

“ Government Official ”
means (a) any officer or employee of a Governmental Entity or any department, agency or instrumentality thereof, including state-owned
entities, or of a public organization; (b) any political party, political party official or candidate for political office or political
campaign; or (c) any person acting in an official capacity for or on behalf of any such government, department, agency, or instrumentality
or on behalf of any such public organization.

“ Governmental Entity ”
means (a) any supranational, national, federal, state, regional, provincial, county, municipal, local or foreign government and any entity
exercising or entitled to exercise executive, legislative, judicial, regulatory, taxing, administrative, prosecutorial or arbitral functions
of or pertaining to government, (b) any agency, division, bureau, department, commission, board, tribunal, or other subdivision or instrumentality
of any government, entity or organization described in the foregoing clause (a), and any court, judicial authority, arbitrator, or arbitral
tribunal, and (c) any public international organization (such as the World Bank, United Nations).

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“ Hazardous Substances ”
means any material, chemical or waste that is listed, defined or regulated as “hazardous,” “toxic,” a “pollutant,”
or a “contaminant”, or words of similar regulatory meaning or effect, under any Environmental Law, including asbestos or asbestos-containing
materials, petroleum or petroleum by-products, radioactive materials, per- and polyfluoroalkyl substances or polychlorinated biphenyls.

“ In-the-Money Company
Option ” means each Company Option that is not an Out-of-the-Money Company Option.

“ Intellectual Property ”
means all intellectual property rights now known or hereafter recognized in any jurisdiction throughout the world, including all: (a)
patents, patent disclosures and patent applications, together with all provisionals, reissues, continuations, continuations-in-part, divisions,
revisions, extensions, and reexaminations thereof; (b) trademarks, service marks, trade dress, logos, slogans, brand names, trade names,
Internet domain names, social media accounts and handles, corporate names, and other indicia of source or origin, together with all translations,
adaptations, derivations, and combinations thereof, and all applications and registrations in connection therewith; (c) rights associated
with works of authorship (whether or not published) and all copyrights, mask works and designs and all applications, renewals and registrations
in connection therewith; (d) intellectual property rights in Software and all website content (including text, graphics, images, audio,
video, and data), intellectual and proprietary rights in databases, data compilations and data collection methods; and (e) trade secret
rights and rights in know-how and confidential and proprietary information, information, designs, formulae, compositions, algorithms,
procedures, methods, techniques, ideas, research and development, data, specifications, processes, inventions (whether patentable or not
and whether reduced to practice or not) and improvements (“ Trade Secrets ”), (f) other proprietary rights arising from
or related to AI Technologies, and (g) all applications and registrations for the foregoing.

“ IRS ” means
the United States Internal Revenue Service.

“ ISA ” means
the Israel Securities Authority.

“ Israeli Securities
Laws ” means (a) the Israeli Securities Law of 1968 and the rules, regulations and guidance provided thereunder and (b) the bylaws
of the TASE and the regulations promulgated thereunder, including the relevant provisions of the bylaws of the TASECH, each as amended
from time to time.

“ ITA ” means
the Israel Tax Authority.

“ Knowledge ”
means the actual knowledge (after inquiry of direct reports) of the individuals listed in Section 9.4(a) of the Company Disclosure
Schedule.

“ Law ” means
any applicable international, national, federal, regional, provincial, state, municipal, foreign, and local laws, common laws, statutes,
constitutions, treaties, ordinances, bylaws, rules, regulations, or other requirements, legally binding guidance, consent permits, policies,
restrictions or licenses enacted, adopted, promulgated, issued, enforced, applied, or entered by any Governmental Entity and any Orders.

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“ Lien ” means
any lien, mortgage, pledge, conditional or installment sale (or lease in the nature thereof) agreement, encumbrance, defect in title,
covenant, condition, restriction, charge, option, right of first refusal, right of first offer, lease, sublease, easement, security interest,
deed of trust, right-of-way, encroachment, community property interest or other claim or restriction of any nature, whether voluntarily
incurred or arising by operation of Law (including any restriction on the voting of any security, any restriction on the transfer of any
security or other asset, and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

“ Multiemployer Plan ”
means a “multiemployer plan” (as defined in or within the meaning of Section 3(37) of ERISA) or any plan that has two
or more contributing sponsors at least two of whom are not under common control within the meaning of Section 4063 of ERISA.

“ Nasdaq ”
means The Nasdaq Stock Market LLC.

“ Net Share ”
means, with respect to a Company Option, the quotient obtained by dividing (a) the product of (i) the excess of the Per Share Cash Equivalent
Consideration over the per share exercise price of such Company Option, multiplied by (ii) the number of shares of Company Common
Stock subject to such Company Option immediately prior to the Effective Time, by (b) the Per Share Cash Equivalent Consideration.

“ Open Source Material ”
shall mean any Software that is distributed as “free software” or “open source software” (as such terms are commonly
understood in the software industry), including software code or other materials that are licensed under a Creative Commons License, open
database license, the Mozilla Public License, the GNU General Public License, GNU Lesser General Public License, Affero General Public
License, Common Public License, Apache License, BSD License, or MIT License and all other licenses identified by the Open Source Initiative
as “open source licenses.”

“ Order ” means
any judgment, order, executive order, stay, consent decree, determination, ruling, assessment, stipulation, decision, writ, injunction,
decree or arbitration award in each case, enacted, adopted, promulgated, imposed, applied, or entered by or with any Governmental Entity.

“ Ordinance ”
means the Israeli Income Tax Ordinance (New Version), 1961, as amended, and all rules and regulations promulgated thereunder, as may be
amended from time to time, including, any publications and clarifications issued by the ITA.

“ Other Filings ”
means all filings made by, or required to be made by, the Company or Parent with the SEC in connection with the transactions contemplated
by this Agreement, other than the Proxy Statement/Prospectus and Registration Statement.

“ Out-of-the-Money Company
Option ” means any Company Option having a per-share exercise price equal to or in excess of the Per Share Cash Equivalent Consideration
(calculated for this purpose as if all Company Options were included in the definition of Fully Diluted Common Number).

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“ Parent Benefit Plan ”
means each Employee Benefit Plan that is sponsored, maintained, contributed to, or required to be contributed to, by Parent or any of
the Parent Subsidiaries.

“ Parent Closing Stock
Price ” means the price per share of a share of Parent Common Stock derived from the average of the daily volume weighted average
prices of a share of Parent Common Stock on the Nasdaq on each of the ten (10) consecutive Trading Days ending on (and including) the
Trading Day that is three (3) Trading Days prior to the Closing Date, rounded down to the nearest penny, as reported by Bloomberg; provided that, in the event such price per share (a) exceeds $12 per share, “Parent Closing Stock Price” means $12
per share or (b) falls below $7 per share, “Parent Closing Stock Price” means $7 per share.

“ Parent Common Stock ”
means the Class A Common Stock of Parent, par value $0.0001 per share.

“ Parent Expense Cap ”
means an amount equal to $3,750,000.

“ Parent Material Adverse
Effect ” means any Effect that, individually or in the aggregate, has or would reasonably be expected to have a material adverse
effect on the business, condition (financial or otherwise), assets, liabilities, operations or results of operations of Parent and the
Parent Subsidiaries, taken as a whole; provided, however, that Effects arising out of, or resulting from the following shall
not constitute to a Parent Material Adverse Effect, and shall not otherwise be taken into account in determining whether a Parent Material
Adverse Effect has occurred or would reasonably be expected to occur, except that Effects with respect to clauses (a), (b) or (c) of the
below shall be considered to the extent such Effect disproportionately and adversely impacts Parent or the Parent Subsidiaries, taken
as a whole, relative to the other companies operating in the same industries: (a) changes in applicable Law (or the interpretation or
enforcement thereof) or changes in GAAP (or the interpretation or enforcement thereof), (b) (i) changes in general economic or regulatory
conditions or (ii) changes in securities, credit or other financial markets, including interests rates or exchange rates in the United
States or globally, or changes in conditions in the industries (including seasonal fluctuations) in which Parent or Parent Subsidiaries
operate, (c) changes in global or national political conditions (including the outbreak, continuation or escalation of war (whether or
not declared), military action, acts of armed hostility, sabotage or acts of terrorism), changes due to natural disasters or changes in
the weather or changes due to the outbreak or worsening of an epidemic, pandemic or other health crisis or other force majeure events,
including any material worsening of such conditions threatened or existing as of the date hereof, (d) actions or omissions expressly required
of Parent by the terms of this Agreement or taken or not taken with the prior written consent of, Parent (other than its obligations to
operate its business in the ordinary course), (e) the execution, announcement, pendency or consummation of this Agreement and the transactions
contemplated hereby, including any litigation arising out of or relating to this Agreement or the Merger, the identity of the Company,
departures of officers or employees, changes in relationships with suppliers or customers or other business relations, in each case solely
to the extent resulting from the execution, announcement, pendency or consummation of this Agreement and the transactions contemplated
hereby; provided, that the exceptions set forth in this clause (e) shall not apply in connection with any breach or inaccuracy
of a representation or warranty set forth in this Agreement expressly addressing the consequences of the execution, announcement, existence,
pendency or consummation of this Agreement and the transactions contemplated hereby or to address the consequences of litigation of, compliance
with or performance under, this Agreement, of, compliance with or performance under, this Agreement, (f) changes in the trading price
or trading volume of Parent Common Stock; provided, that the underlying cause of such change in trading price or trading volume
may be taken into account in determining whether a Parent Material Adverse Effect has occurred, or (g) any failure by Parent or any of
the Parent Subsidiaries to meet any internal or published revenue, earnings or other financial projections, estimates, expectations or
forecasts for any period; provided, that the underlying cause of such failure may be taken into account in determining whether
a Parent Material Adverse Effect has occurred.

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“ Parent Representatives ”
means Parent’s and the Parent Subsidiaries’ respective directors, officers, employees, accountants, consultants, legal counsel,
investment bankers, advisors, agents and other representatives acting for or on behalf of Parent or any Parent Subsidiary.

“ Parent Share Issuance ”
means the issuance of shares of Parent Common Stock to the stockholders of the Company pursuant to and in accordance with the terms of
this Agreement.

“ Per Share Cash Equivalent
Consideration ” means the product (rounded to the nearest cent) obtained by multiplying (a) the Per Share Merger Consideration
by (b) the Parent Closing Stock Price.

“ Per Share Merger Consideration ”
means, subject to Section 2.4, the number of fully paid and nonassessable shares of Parent Common Stock equal to (a) the Closing
Merger Consideration, divided by (b) the Fully Diluted Common Number.

“ Permitted Liens ”
means (a) Liens for Taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate Proceedings
and for which adequate reserves have been established in accordance with GAAP on the financial statements of the applicable Person, (b)
Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, construction or similar liens or encumbrances
arising by operation of Law in the ordinary course of business for amounts not yet due and payable, (c) Liens arising from transfer restrictions
under securities Laws or related Laws of any jurisdiction, (d) nonexclusive licenses of Intellectual Property, and (e) (i) matters of
record, (ii) Liens that would be disclosed by a current, accurate survey or physical inspection of applicable real property, (iii) applicable
building, zoning and land use regulations, (iv) Liens encumbering the fee interest in the property constituting Company Leased Real Property
and Liens of landlords and sublandlords pursuant to the leases and subleases of the Company Leased Real Property and (v) other imperfections
or irregularities in title, charges, restrictions and other encumbrances that do not materially detract from the current use of the Company
Leased Real Property to which they relate.

“ Person ”
means an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, other entity
or group (as defined in Section 13(d) of the Exchange Act).

“ Personal Information ”
means information in any form that is capable, directly or indirectly, of being associated with, related or linked to, or could reasonably
be used to identify, describe, contact or locate, an individual, device, or household (including name, address, telephone number, email
address, billing information, online identifier, device identifier, IP address, browsing history, search history or other website, application
or online activity or usage data, location data, or biometric data) or is otherwise considered “personally identifiable information,”
“personal information,” “personal data,” or any similar term by any applicable Laws and/or Privacy Requirements.

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“ Prime Rate ”
means the rate per annum published in The Wall Street Journal from time to time as the prime lending rate prevailing during any
relevant period.

“ Privacy and Security
Laws ” means all applicable Laws, guidance, and standards relating to the privacy, data security, data breach notification, Processing
of Personal Information, website and mobile application privacy policies and practices, consumer protection, online safety, online platform
and digital services regulation, the processing and security of payment card information (including the Payment Card Industry Data Security
Standard and other applicable card association rules), the processing of biometric information or biometric identifiers, artificial intelligence,
chatbots, wiretapping, the interception of electronic communications, the tracking or monitoring of online activity, data- or web-scraping,
advertising or marketing, and email, text message, or telephone communications.

“ Proceeding ”
means any action, suit, lawsuit, claim, charge, complaint, hearing, arbitration, litigation, mediation, grievance, audit, examination,
investigation or other proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), in each case,
by or before any Governmental Entity.

“ Processing ”
means any operation or set of operations which is performed on information, including Personal Information, such as the use, collection,
processing, storage, disclosure, dissemination, combination or disposal of such information, and/or is considered “processing”
by any applicable Privacy Requirements.

“ Regulatory Laws ”
means applicable supranational, national, federal, state, provincial or local Law designed or intended to (a) prohibit, restrict or regulate
actions having the purpose or effect of monopolizing or restraining trade or lessening competition in any other country or jurisdiction,
including the HSR Act, the Sherman Act, the Clayton Act, and the Federal Trade Commission Act, in each case, as amended and other similar
competition or antitrust laws of any jurisdiction other than the United States; or (b) regulate foreign investment, foreign ownership
or control, or the acquisition of assets or securities by foreign persons for purposes of national security, protection of critical infrastructure,
or other national interests.

“ Release ”
means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
or leaching of any Hazardous Substance into the environment.

“ Sanctioned Country ”
means any country or territory that is, or has been since April 24, 2019, the subject of comprehensive country-wide or region-wide Sanctions
(currently, Cuba, Iran, North Korea, Syria, and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s
Republic regions of Ukraine).

“ Sanctioned Person ”
means (a) any Person listed on any sanctions-related list of designated Persons, maintained by the Office of Foreign Assets Control of
the U.S. Department of the Treasury’s (“ OFAC ”) or the U.S. Department of State, the United Nations, the United
Kingdom, the European Union, or any European Union member state; (b) any Person operating, organized or resident in a Sanctioned Country;
or (c) the government of a Sanctioned Country or the Government of Venezuela; or (d) any Person that is, in the aggregate, directly or
indirectly owned, 50 percent or more, or controlled by, or acting or purporting to act on behalf of, a Person or Persons described in
clauses (a), (b) or (c).

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“ Sanctions ”
means all Laws relating to economic or financial sanctions or trade embargoes imposed, administered or enforced by the United States (including
by OFAC or the U.S. Department of State), the United Nations Security Council, the United Kingdom, the European Union, or any European
Union member state.

“ Scraped Dataset ”
shall mean any Data that was collected or generated by Company or a third-party using web scraping, web ‎crawling, or ‎web
harvesting Software or any technology or service that turns the ‎unstructured data ‎found on the web into machine readable,
structured data that is ready for analysis.‎

“ SEC ” means
the United States Securities and Exchange Commission.

“ Second Lien Notes ”
means the Company’s Second Lien Senior Subordinated Secured Notes due 2029.

“ Section 102 ”
means Section 102 of the Ordinance and the regulations and rules promulgated thereunder.

“ Section 102 Trustee ”
means, ESOP Management and Trust Services Ltd., the trustee appointed by the Company in accordance with the provisions of Section 102(b)
of the Ordinance and the rules and regulations promulgated in connection therewith, as amended.

“ Secured Notes ”
means, collectively, the First Lien Notes and the Second Lien Notes.

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

“ Security Incident ”
means any (a) accidental, unlawful or unauthorized access, use, loss, exfiltration, disclosure, alteration, destruction, encryption, compromise,
or other Processing of Personal Information and/or confidential information; (b) accidental, unlawful or unauthorized occurrence or series
of related occurrences on or conducted through the Company IT Assets that jeopardizes or impacts the confidentiality, integrity, or availability
of the Company IT Assets or any Personal Information or confidential information stored or otherwise Processed therein; or (c) occurrence
that constitutes a “data breach,” “security breach,” “personal data breach,” “security incident,”
“cybersecurity incident,” or any similar term under any applicable Law.

“ Software ”
shall mean any computer program, operating system, database, applications system, application programming interface (API), firmware or
software code of any nature, whether operational, under development or inactive, including all object code, source code, data files, rules,
definitions or methodology derived from the foregoing and any derivations, updates, enhancements and customization of any of the foregoing,
processes, know-how, operating procedures, methods and all other technology embodied with the foregoing, tools, developers’ kits,
utilities, developers’ notes, technical manuals, user manuals and other documentation thereof, including comments and annotations
related thereto, whether in machine-readable form, programming language or any other language or symbols and whether stored, encoded,
recorded or written on disk, tape, film, memory device, paper or other media of any nature.

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“ Subsidiary ”
of Parent, the Company or any other Person means any corporation, limited liability company, partnership, joint venture or other legal
entity of which Parent, the Company or such other Person, as the case may be (either alone or through or together with any other Subsidiary),
owns, directly or indirectly, a majority of the capital 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, limited liability company, partnership, joint
venture or other legal entity, or otherwise owns, directly or indirectly, such capital stock or other Equity Interests that would confer
control of any such corporation, limited liability company, partnership, joint venture or other legal entity, or any Person that would
otherwise be deemed a “subsidiary” under Rule 12b-2 promulgated under the Exchange Act.

“ TASE ” means
the Tel-Aviv Stock Exchange Ltd.

“ Tax Benefits Preservation
Plan ” means that certain Tax Benefits Preservation Plan, dated as of January 22, 2024, by and between the Company and Equiniti
Trust Company, LLC, as Rights Agent, as amended by that certain Amendment No. 1 to the Tax Benefits Preservation Plan, dated as of February
16, 2024.

“ Tax Return ”
means any report, return (including information return), certificate, claim for refund, election, estimated tax filing or declaration
required to be filed or actually filed with a Governmental Entity with respect to Taxes, including any schedule or attachment thereto,
and including any amendments thereof.

“ Taxes ” means
any and all U.S. federal, state, local and non-U.S. (a) taxes, assessments, fees, levies, duties, tariffs, imposts and other charges in
the nature of a tax, including income, franchise, windfall or other profits, gross receipts, personal property, real property, sales,
use, net worth, capital stock, alternative or add-on minimum, environmental, use, payroll, employment, social security, workers’
compensation, unemployment compensation, excise, withholding, ad valorem, stamp, transfer, value-added, occupation, disability, registration,
gains tax and estimated taxes, and (b) any interest, penalty, or additional amounts imposed with respect to any of the foregoing, whether
disputed or not.

“ Trade Compliance Laws ”
means (a) any Laws enforced by the U.S. Government relating to the regulation of imports, exports, re-exports, transfers, releases, shipments,
transmissions or any other provision of goods, technology, software or services, including the International Traffic in Arms Regulations
(ITAR), 22 C.F.R. Parts 120 et seq., the Export Administration Regulations (EAR), 15 C.F.R. Parts 730 et seq., the Arms Export Control
Act (22 U.S.C. § 1778), the International Emergency Economic Powers Act (50 U.S.C. §§ 1701–1706), Section 999 of
the Internal Revenue Code, the Export Control Reform Act of 2018 (50 U.S.C. §§ 4801-4861) Foreign Trade Regulations (15 C.F.R.
Part 30) all applicable customs and import Laws, including the customs regulations set forth in Title 19 of the Code of Federal Regulations
and 19 C.F.R. Chapter 1, the Tariff Act of 1930 and the Laws, regulations and programs administered or enforced by the U.S. Department
of Commerce, U.S. International Trade Commission, U.S. Customs and Border Protection, U.S. Immigration and Customs Enforcement and their
respective predecessor agencies, the antiboycott Laws administered by the U.S. Department of Commerce and U.S. Department of the Treasury’s
Internal Revenue Service, and (b) all applicable trade, export control, import, and antiboycott Laws imposed, administered or enforced
in jurisdictions in which the Company operates or has operated, except to the extent inconsistent with U.S. Law.

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“ Trading Day ”
shall mean a day on which shares of Parent Common Stock are traded on the Nasdaq.

“ Training Data ”
shall mean any data used to develop, train, refine, fine tune, test or ‎improve ‎the Company’s AI Technologies, including
Data contained in or obtained from Scraped Datasets.

“ Treasury Regulations ”
means the United States Treasury Regulations promulgated under the Code.

“ Union ” means
any union, labor organization, works council, employee association or other bargaining unit representative.

“ Willful and Material
Breach ” means a material breach of a representation, warranty or covenant that is the consequence of a deliberate act or omission
of the breaching party.

9.5 Terms Defined Elsewhere. The following terms are defined elsewhere in this Agreement, as indicated below:

| “ Agreemen t” | Preamble |
| “ Assumed Option ” | Section 2.6(a)(i) |
| “ Assumed RSU Award ” | Section 2.6(b)(ii) |
| “ Certificate of Merger ” | Section 1.2(b) |
| “ Change of Company Board Recommendation ” | Section 6.3(a) |
| “ Clean Team Agreement ” | Section 6.2(b) |
| “ Closing ” | Section 1.2(a) |
| “ Closing Date ” | Section 1.2(a) |
| “ COBRA ” | Section 3.9(d) |
| “ Company ” | Preamble |

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| “ Company 401(k) Plans ” | Section 6.8(c) |
| “ Company AI Products ” | Section 9.4 |
| “ Company Board ” | Recitals |
| “ Company Board Recommendation ” | Recitals |
| “ Company Book-Entry Shares ” | Section 2.2(b)(ii) |
| “ Company Bylaws ” | Section 3.1(b) |
| “ Company Cancelled Shares ” | Section 2.1(a)(iii) |
| “ Company Capitalization Date ” | Section 3.2(a) |
| “ Company Certificated Shares ” | Section 2.2(b)(i) |
| “ Company Charter ” | Section 3.1(b) |
| “ Company Common Stock ” | Recitals |
| “ Company Disclosure Schedule ” | Article 3 |
| “ Company Fairness Opinion ” | Section 3.21 |
| “ Company Financial Statements ” | Section 3.7(c) |
| “Company ISA Documents” | Section 3.7(a) |
| “ Company IT Assets ” | Section 3.15(j) |
| “ Company Leased Real Property ” | Section 3.18(b) |
| “ Company Material Contract ” | Section 3.11(b) |
| “ Company Notice Period ” | Section 6.3(e)(i) |
| “ Company Permits ” | Section 3.12 |
| “ Company Preferred Stock ” | Section 3.2(a) |
| “ Company Real Property Leases ” | Section 3.18(b) |
| “ Company Registered Intellectual Property ” | Section 3.15(a) |
| “ Company Related Party ” | Section 3.24 |
| “ Company Rights ” | Section 3.2(c) |
| “ Company SEC Documents ” | Section 3.7(a) |
| “ Company Stock ” | Section 3.2(a) |
| “ Company Stockholders Meeting ” | Section 6.1(a) |
| “ Company Subsidiary ” | Section 3.1(a) |
| “ Company Termination Fee ” | Section 8.3(a) |
| “ Company Transaction Litigation ” | Section 6.6 |
| “ Confidentiality Agreement ” | Section 6.2(b) |
| “ Continuing Service Provider ” | Section 2.6(a)(i) |
| “ Covered Persons ” | Section 6.9(a) |
| “ Current ESPP Offering Periods ” | Section 2.6(d) |
| “ Data Partners ” | Section 3.16(a) |
| “ DGCL ” | Recitals |
| “ Effect ” | Section 9.4 |
| “ Effective Time ” | Section 1.2(b) |
| “ Enforceability Limitations ” | Section 3.3(a) |
| “ Estimated Closing Statement ” | Section 2.8 |
| “ Exchange Agent ” | Section 2.2(a) |

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| “ Extended Outside Date ” | Section 8.1(b) |
| “ Houlihan Lokey ” | Section 3.21 |
| “ Initial Outside Date ” | Section 8.1(b) |
| “ Integration Planning Activities ” | Section 6.14(a) |
| “ Intended Tax Treatment ” | Section 2.10 |
| “ Intermediate Sub ” | Section 1.1(a) |
| “ Israeli Employees ” | Section 3.10(j) |
| “ Legal Impediment ” | Section 7.1(b) |
| “ Merger ” | Recitals |
| “ Merger Sub ” | Preamble |
| “ New Plans ” | Section 6.8(b) |
| “ Non-U.S. Company Benefit Plan ” | Section 3.9(a) |
| “ Notes Restructuring Agreement ” | Recitals |
| “ Notes Restructuring Transactions ” | Recitals |
| “ OFAC ” | Section 9.4 |
| “ Old Plans ” | Section 6.8(b) |
| “ Outside Date ” | Section 8.1(b) |
| “ Parent ” | Preamble |
| “ Parent Board ” | Recitals |
| “ Parent Financial Statements ” | Section 4.5(c) |
| “ Parent Parties ” | Preamble |
| “ Parent SEC Documents ” | Section 4.5(a) |
| “ Parent Subsidiary ” | Section 2.1(a)(iii) |
| “ Privacy Requirements ” | Section 3.16(a) |
| “ Proxy Statement/Prospectus ” | Section 6.1(a) |
| “ Registration Statement ” | Section 6.1(a) |
| “ Required Company Vote ” | Section 3.3(a) |
| “ Section 14 Arrangement ” | Section 3.10(j) |
| “ Surviving Corporation ” | Recitals |
| “ Takeover Statutes ” | Section 3.23 |
| “ Tax Benefits Preservation Plan Waiver ” | Section 3.3(b) |
| “ Terminated Company 401(k) Plan ” | Section 6.8(c) |
| “ Trade Secrets ” | Section 9.4 |
| “ WARN Act ” | Section 3.10(f) |

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9.6 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.

9.7 Entire Agreement. This Agreement (together with the Exhibits, the Company Disclosure Schedule and the other documents delivered
pursuant hereto), the Confidentiality Agreement and the Clean Team Agreement constitute the entire agreement of the parties and supersede
all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof
and, except as otherwise expressly provided herein or therein, are not intended to confer upon any other Person any rights or remedies
hereunder or thereunder.

9.8 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned,
in whole or in part, by any of the parties without the prior written consent of the other parties. Any attempted or purported assignment
in violation of the preceding sentence shall be null and void and of no effect whatsoever. Subject to the preceding two sentences, this
Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

9.9 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any
rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to
Parent or the Company. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the
parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible
in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

9.10 No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties and their
respective successors and assigns, and, subject to Section 6.9(a), nothing in this Agreement is intended to or shall confer upon
any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. The representations and warranties
in this Agreement are the product of negotiations among the parties and are for the sole benefit of the parties. Any inaccuracies in such
representations and warranties are subject to waiver by the parties without notice or liability to any other Person. In some instances,
the representations and warranties in this Agreement may represent an allocation among the parties of risks associated with particular
matters regardless of the knowledge of any of the parties, and consequently, may not accurately characterize actual facts or circumstances.

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9.11 Mutual Drafting; Interpretation. Each party has participated in the drafting of this Agreement, which each party acknowledges
is the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any
party by virtue of the authorship of any provision. For purposes of this Agreement, whenever the context requires: the singular number
shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall
include the masculine and neuter genders; and the neuter gender shall include masculine and feminine genders. As used in this Agreement,
the words “include” and “including” and variations thereof, shall not be deemed to be terms of limitation, but
rather shall be deemed to be followed by the words “without limitation.” As used in this Agreement, references to a “party”
or the “parties” are intended to refer to a party to this Agreement or the parties to this Agreement. Except as otherwise
indicated, all references in this Agreement to “Sections,” “Exhibits,” and “Schedules” are intended
to refer to Sections of this Agreement, and Exhibits and Schedules to this Agreement. The Exhibits and Schedules attached to this Agreement
constitute a part of this Agreement and are incorporated herein for all purposes. The words “hereof,” “hereto,”
“hereby,” “herein,” “hereunder” and words of similar import, when used in this Agreement, shall refer
to this Agreement as a whole and not to any particular section or article in which such words appear. All references in this Agreement
to “dollars” or “$” are intended to refer to U.S. dollars. Unless otherwise specifically provided for herein,
the term “or” shall not be deemed to be exclusive. Any Contract or Law defined or referred to herein means any such Contract
or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. Any statement in this Agreement
to the effect that any information, document or other material has been “furnished,” “delivered” or “made
available” to a party or its representatives means that such information, document or other material was posted to the electronic
data room hosted by Intralinks on behalf of the Company in connection with the transactions contemplated hereby no later than 11:59 p.m.
New York City time on the date that is two Business Days prior to the date hereof and has been made available on a continuous basis by
or on behalf the Company for review therein by Parent and the Parent Representatives since such time.

9.12 Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury.

(a) This Agreement and all claims and causes of action arising in connection herewith shall be governed by, and construed in accordance
with, the Laws of the State of Delaware, without regard to Laws that may be applicable under conflicts of laws principles (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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(b) Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction
of the Court of Chancery of the State of Delaware or, solely if such court does not have subject matter jurisdiction, the Superior Court
of the State of Delaware (Complex Commercial Division), or if subject matter jurisdiction over the matter that is the subject of the Proceeding
is vested exclusively in the federal courts of the United States of America, the Federal court of the United States of America sitting
in the district of Delaware, and any appellate court from any thereof, in any Proceeding arising out of or relating to this Agreement
or the transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the
parties hereby irrevocably and unconditionally (i) agrees not to commence any such Proceeding except in such courts, (ii) agrees
that any claim in respect of any such Proceeding may be heard and determined in such court, (iii) waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in any
such court, and (iv) waives, to the fullest extent permitted by Law, the defense of an inconvenient forum to the maintenance of such
Proceeding in any such court. Each of the parties agrees that a final judgment in any such Proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party to this Agreement, to the fullest extent
permitted by Law, irrevocably consents to service of process in the manner provided for notices in Section 9.3. Nothing in
this Agreement shall affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND
DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH
OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS
VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 9.12(c).

9.13 Counterparts. This Agreement may be signed in any number of counterparts, including by facsimile or other electronic transmission
each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement
shall become effective when each party shall have received a counterpart hereof signed by all of the other parties. Until and unless each
party has received a counterpart hereof signed by the other parties, this Agreement shall have no effect and no party shall have any right
or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). The words “execution,”
“execute”, “signed,” “signature,” and words of like import in or related to Agreement or any document
to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include signatures transmitted
by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means, each of which
shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global
and National Commerce Act, or any other similar state Laws based on the Uniform Electronic Transactions Act.

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9.14 Specific Performance. The parties agree that if any of the provisions of this Agreement are not performed in accordance
with their specific terms or are otherwise breached (including failing to take such actions as are required by the parties hereunder to
consummate the transactions contemplated hereby), irreparable damage would occur, no adequate remedy at Law would exist and damages would
be difficult to determine, and accordingly, subject to the limitations set forth in this Section 9.14, (a) the parties shall
be entitled to an injunction or injunctions to prevent breaches of this Agreement and to specific performance of the terms hereof, in
each case, in the Court of Chancery of the State of Delaware or, solely if such court does not have subject matter jurisdiction, the Superior
Court of the State of Delaware (Complex Commercial Division), or if subject matter jurisdiction over the matter that is the subject of
the Proceeding is vested exclusively in the federal courts of the United States of America, the Federal court of the United States of
America sitting in the district of Delaware, and any appellate court from any thereof, this being in addition to any other remedy to which
they are entitled at Law or in equity, (b) the parties waive any requirement for the securing or posting of any bond in connection with
the obtaining of any specific performance or injunctive relief and (c) the parties shall waive, in any action for specific performance,
the defense of adequacy of a remedy at Law. The Company’s or Parent’s pursuit of specific performance at any time shall not
be deemed an election of remedies or waiver of the right to pursue any other right or remedy to which such party may be entitled, including
the right to pursue remedies for liabilities or damages incurred or suffered by the other party in the case of a breach of this Agreement
involving a Willful and Material Breach. It is accordingly agreed that, prior to the termination of this Agreement in accordance with Article 8, the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement (without necessity of posting bond or other security (any requirements therefor being expressly
waived)) in accordance with Section 9.12, this being in addition to any other remedy to which they are entitled at Law or in equity.

9.15 Modification or Amendment. This Agreement may be amended, modified or supplemented by the parties by action taken or authorized
by their respective Boards of Directors at any time prior to the Effective Time, whether before or after Company has obtained the Required
Company Vote; provided, that, after the Required Company Vote has been obtained, no amendment shall be made that, pursuant to applicable
Law, requires further approval or adoption by the stockholders of Company without such further approval or adoption. This Agreement may
not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing
specifically designated as an amendment hereto, signed on behalf of each of the parties in interest at the time of the amendment.

9.16 Extension; Waiver. At any time prior to the Effective Time, the parties may, by action taken or authorized by their respective
Boards of Directors, to the extent permitted by applicable Law, (a) extend the time for the performance of any of the obligations
or acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties set forth in
this Agreement or any document delivered pursuant hereto, or (c) waive compliance with any of the agreements or conditions of the
other parties contained herein; provided, that after the Required Company Vote has been obtained, no waiver may be made that pursuant
to applicable Law requires further approval or adoption by the stockholders of the Company without such further approval or adoption.
Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered
by a duly authorized officer on behalf of such party. No failure or delay of any party in exercising any right or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance
of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies
which they would otherwise have hereunder.

[Signature pages follow ]

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IN WITNESS WHEREOF, the Parent
Parties and the Company have caused this Agreement to be executed as of the date first written above by their respective officers or managers
thereunto duly authorized.

| | Parent: |

| | SOUNDHOUND AI, INC. |

| | By: | /s/ Keyvan Mohajer | |
| Name: | Keyvan Mohajer |
| Title: | Chief Executive Officer |

---

| | Merger Sub: |

| | LIGHTSPEED MERGER SUB INC. |

| | By: | /s/ Keyvan Mohajer | |
| Name: | Keyvan Mohajer |
| Title: | President and Chief Executive Officer |

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| | The Company: |

| | LIVEPERSON, INC. |

| | By: | /s/ John Collins | |
| Name: | John Collins |
| Title: | Chief Financial Officer and Chief
Operating Officer |

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