EXHIBIT INDEX

 

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Very truly yours,   Michele Bettencourt Chairperson of the Board of Directors

	WALKME LTD.
	By:	/s/ Michele Bettencourt
	Name:	Michele Bettencourt
	Title:	Chairperson of the Board of Directors

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“102 Trustee” means the trustee appointed by the Company from time to time in accordance with the provisions of the Ordinance (as defined below), and approved by the ITA, with respect to the Section 102 Shares and Section 102 Awards;

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“Board” means the Company’s Board of Directors;

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

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“Companies Law” or “ICL” means the Israeli Companies Law, 5759‑1999, as amended (together with the rules and regulations promulgated thereunder);

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“Company Equity Awards” means each outstanding award granted under the Company Equity Plans or otherwise (including each outstanding Company Option and Company RSU Award);

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“Company Equity Plans” means the Company’s Restated 2012 Share Option Plan, the 2021 Share Incentive Plan and the Company ESPP (as defined below), in each case, as amended from time to time;

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“Company ESPP” means the Company’s 2021 Employee Share Purchase Plan;

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“Company Option” means each option to purchase Company Shares, whether or not granted pursuant to any of the Company Equity Plans, excluding any option or right to purchase Company Shares under the Company ESPP;

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“Company RSU Award” means a restricted stock unit award granted under a Company Equity Plan in respect of Company Shares, pursuant to which the holder thereof is entitled to receive, in respect of each restricted stock unit thereunder, the value of one Company Share (whether payable in cash or Company Shares) following the vesting or lapse of restrictions applicable to such restricted stock unit, and whether subject to performance conditions or not, in respect of each unit subject to such award;

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“Company Shares” means the Company’s ordinary shares, no par value;

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“Effective Time” means the time at which the Merger becomes effective;

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

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“ITA” means the Israel Tax Authority;

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“Nasdaq” means The Nasdaq Stock Market;

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“NIS” means New Israeli Shekels, the official currency of the State of Israel;

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“NYSE” means the New York Stock Exchange;

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

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“Parent Share Price” means the average closing sale price of an ordinary share of Parent as listed on NYSE for the ten consecutive trading days ending on (and including) the third trading day prior to the closing date of the Merger;

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

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“Section 102 Award” means any Company Equity Award that was intended to be granted and taxed pursuant to Section 102(b)(2) of Section 102(b)(3) of the Ordinance and as of the Effective Time are held by the 102 Trustee;

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“Section 102 Shares” means any Company Shares that were issued upon exercise or vesting of Section 102 Awards and at the Effective Time are held by the 102 Trustee; and

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“Section 3(i) Award” means any Company Equity Award that was intended to be granted and taxed pursuant to Section 3(i) of the Ordinance.

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the approval of the Merger Agreement, the Merger and the other Transactions by the requisite affirmative vote of the Company’s shareholders;

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no governmental authority in any competent jurisdiction has by any law or order that is continuing and remains in effect, restrained, enjoined or otherwise prohibited the consummation of the Merger;

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expiration or termination of the applicable waiting period (or extension thereof) under the United States Hart Scott Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”);

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the expiration of the applicable waiting period, clearance, waiver or affirmative approval of the applicable governmental authority have been obtained and remain in effect under the applicable antitrust laws in Cyprus, Germany and, if required, the United Kingdom (together with the expiration or termination of the applicable waiting period under the HSR Act, the “Required Clearances”); and

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at least 50 days shall have elapsed after the filing of the Merger Proposal with the Companies Registrar (as defined in the section of this proxy statement captioned “Regulatory Approvals Required for the Merger and Other Regulatory Filings—Israeli Approvals—Israeli Companies Registrar”) and at least 30 days shall have elapsed after receipt of the requisite approval of the Merger Agreement, the Merger and the other Transactions by the Company’s shareholders.

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with specified qualifications and exceptions, the truth and correctness of the Company’s representations and warranties contained in the Merger Agreement as of the Closing Date;

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the Company having complied with or performed, in all material respects, the covenants, obligations and agreements to be complied with or performed by it under the Merger Agreement on or prior to the Effective Time;

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no Company Material Adverse Effect (as defined in the section of this proxy statement captioned “The Merger Agreement—Representations and Warranties”) shall have occurred since June 4, 2024, and be continuing; and

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the receipt by Parent of a certificate dated as of the Closing Date and signed by the Company’s chief executive officer or chief financial officer, certifying to the effect that the conditions described in the preceding three items have been satisfied.

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with specified qualifications and exceptions, the truth and correctness of the representations and warranties of Parent and Merger Sub contained in the Merger Agreement as of the Closing Date;

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each of Parent and Merger Sub having complied with or performed, in all material respects, the respective covenants, obligations and agreements to be complied with or performed by them under the Merger Agreement on or prior to the Closing Date; and

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the receipt by the Company of a certificate, dated as of the Closing Date and signed by an executive officer of Parent, certifying to the effect that the conditions described in the preceding two items have been satisfied.

Q.	Why am I receiving these materials?

A.

You are receiving this proxy statement from us because you were a shareholder of record at the close of business on June 27, 2024 (the “Record Date”). You are entitled to attend the meeting and are entitled to vote on the items of business described in this proxy statement if you own Company Shares as of the close of business on the Record Date. Your vote is very important, and we encourage you to vote by proxy or voting instruction form as soon as possible.

Q.	What am I being asked to vote on at the meeting?

A.	You are being asked to vote on the following proposals:

1.

the Merger Proposal;

2.

the Adjournment Proposal;

3.

the Director Re-election Proposal;

4.

the Auditor Re-appointment Proposal; and

5.

the CEO Compensation Proposal.

Q.	What happens if additional matters are presented at the meeting?

A.

The only items of business that the Board intends to present at the meeting are set forth in this proxy statement. No shareholder has advised us of the intent to present any other matter, and we are not aware of any other matters to be presented at the meeting. If any other matter or matters are brought before the meeting in accordance with the provisions of our amended and restated articles of association (the “Articles”) and the ICL, the person(s) named as your proxyholder(s), if any, will have the discretion to vote your Company Shares on the matters in accordance with their best judgment and as they deem advisable.

Q.	When and where is the meeting?

A.	The meeting will take place on August 7, 2024, at 4:00 p.m. Israel Time (i.e., 9:00 a.m. Eastern Time on August 7, 2024), at the Company’s principal executive office at 1 Walter Moses St., Tel Aviv 6789903, Israel.

Q.	Who is entitled to vote?

A.	Shareholders as of the Record Date are entitled to notice of the meeting and to vote. Each holder of Company Shares is entitled to cast one vote on each matter properly brought before the meeting for each Company Share owned as of the Record Date.

Q.	What shares can I vote at the meeting?

A.	You may vote all of the Company Shares you owned as of the Record Date, including Company Shares held directly in your name as the shareholder of record, all Company Shares held for you in “street name” as the beneficial owner through a broker, trustee or other nominee such as a bank.

Q.	If I purchased my Company Shares after the Record Date, may I vote these shares at the meeting?

A.

No. A shareholder is not entitled to vote shares purchased after the Record Date because the shareholder was not the record holder of those shares on the Record Date. Only the holders as of the Record Date may vote shares. However, such shareholder’s Company Shares will be automatically cancelled in exchange for the right to receive $14.00 per share in cash, without interest, subject to adjustments under the Merger Agreement and less any applicable withholding taxes, upon completion of the Merger.

Q.	How may I vote?

A.	Shareholders of Record: If you are a shareholder of record, you can vote either in person at the meeting or by authorizing another person as your proxy, whether or not you attend the meeting. You may vote by proxy in any of the manners below:

Q.	What happens if I do not indicate how to vote on the proxy card or voting instruction form?

A.

If you are a registered shareholder and provide specific instructions (by marking a box on your proxy card) with regard to the proposals, your Company Shares will be voted as you instruct. With respect to the Merger Proposal, if you sign and return your proxy card without giving specific instructions, your Company Shares will not be voted on the Merger Proposal, unless you provide the required confirmation under Item 1a of the proxy card that you are not a Parent Affiliate (as defined in the section of this proxy statement captioned “The Annual and Special General Meeting—Vote Required for Approval of Each of the Proposals”). If you indicate that you are not a Parent Affiliate and you do not provide specific instructions with regard to voting on the Merger Proposal, you proxy card will be voted “FOR” the Merger Proposal. If you are a registered shareholder and do not provide specific instructions with regard to voting on the other proposals, your proxy card will be voted “FOR” the other proposals. If you are a beneficial owner and return your voting instruction form but do not specify voting instructions for the Merger Proposal, your bank, broker or other nominee will not be permitted to cast a vote with respect to the Merger Proposal (commonly referred to as a “broker non-vote”). Banks, brokers or other nominees that hold Company Shares in “street name” for clients typically have authority to vote on “routine” proposals even when they have not received instructions from beneficial owners. The proposals for the meeting will not be treated as routine proposals (except the Auditor Re-appointment Proposal), because, among other things, our proxy statement is prepared in compliance with the ICL rather than the rules applicable to domestic U.S. reporting companies. Therefore, in that circumstance, the Company Shares held by you will be included in determining the presence of a quorum at the meeting, but will not be considered “present” for the purpose of voting on the Merger Proposal and other proposals. Such Company Shares therefore have no impact on the outcome of the voting on the Merger Proposal or other proposals. If your Company Shares are held of record by a bank, broker or other nominee, we urge you to follow the instructions from your bank, broker or other nominee as to how your Company Shares can be voted so that you thereby participate in the voting on this important matter.

Q.	If any broker, bank or other nominee holds my Company Shares in “street name,” will my nominee vote my shares for me?

A.

No. Your bank, broker or other nominee is not permitted to vote your Company Shares on any proposal, except the Auditor Re-appointment Proposal, currently scheduled to be considered at the meeting unless you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your Company Shares. Without instructions, your Company Shares will not be counted as voted at the meeting (referred to as a “broker non-vote”).

Q.	How are “broker non-votes” counted?

A.	Broker non-votes will be counted as present for the purpose of determining the presence or absence of a quorum for the meeting, but they will not be counted in tabulating the voting result for all proposals.

Q.	How are abstentions counted?

A.

If you return a proxy card that indicates an abstention from voting on all matters, the Company Shares represented by your proxy will be counted as present for the purpose of determining the presence or absence of a quorum for the transaction of business, but they will not be counted in tabulating the voting result for any particular proposal.

Q.	May I attend the meeting and vote in person?

A.

Yes. All shareholders of record as of the Record Date may attend the meeting and vote in person. Even if you plan to attend the meeting in person, to ensure that your Company Shares will be represented at the meeting, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone.

Q.	How do the Support Agreements impact the vote for the proposals at the meeting?

A.

You should be aware that, concurrently with the execution and delivery of the Merger Agreement, the Supporting Shareholders have each entered into a Support Agreement, pursuant to which, among other things, the Supporting Shareholders agreed, subject to the terms thereof, to vote all Company Shares owned by such Supporting Shareholder in favor of the approval and adoption of the Merger Agreement, the Merger and the other Transactions.

Q.	What is the proposed Merger, and what effects will it have on the Company?

A.

The proposed Merger is the acquisition of the Company by Parent. If the Merger Proposal is approved by shareholders and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Company. As a result of the Merger, the Company will become a wholly owned subsidiary of Parent, and the Company Shares will no longer be publicly traded and will be delisted from Nasdaq. In addition, the Company Shares will be deregistered under the Exchange Act, and the Company will no longer file periodic reports with the SEC.

Q.	What will I receive if the Merger is completed?

A.

Upon completion of the Merger, you will be entitled to receive the per share merger consideration for each Company Share that you own, other than Company Shares represented by Excluded Shares. For example, if you own 100 Company Shares, you will receive $1,400.00 in cash in exchange for your Company Shares, without interest, subject to adjustments in the Merger Agreement and less any applicable withholding taxes.

Q.	How does the per share merger consideration compare to the unaffected market price of the Company Shares?

A.

The $14.00 per share merger consideration (without interest, subject to adjustments in the Merger Agreement and before any applicable withholding taxes) constitutes a premium of approximately 45% to $9.64, the closing share price of the Company Shares on Nasdaq on June 4, 2024, the last trading day prior to the execution of the Merger Agreement.

Q.	Is the completion of the Merger subject to a financing condition?

A.	No. The receipt of financing by Parent is not a condition to completion of the Transactions.

Q.	What do I need to do now?

A.

We encourage you to read this proxy statement, the annexes to this proxy statement and the documents that we refer to in this proxy statement carefully and consider how the Merger affects you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying reply envelope, or grant your proxy electronically over the Internet or by telephone so that your Company Shares can be voted at the meeting. If you hold your Company Shares in “street name,” please refer to the voting instruction forms provided by your bank, broker or other nominee to vote your Company Shares.

Q.	Should I send in my share certificates now?

A.

No, please do not send in your Company Share certificates with your proxy card. After the Merger is completed, you will receive a letter of transmittal containing instructions for how to send your share certificates to the bank or trust company the Company selects to act as the exchange agent for the Merger (the “Exchange Agent”) in order to receive the appropriate cash payment for the Company Shares represented by your share certificates.

Q.	What happens if I sell or otherwise transfer my Company Shares after the Record Date but before the meeting?

A.	The Record Date is earlier than the date of the meeting and the date the Merger is expected to be completed.

Q.	How does the Board recommend that I vote?

A.

The Board, after considering the various factors described under the caption “The Merger—Reasons for the Merger and Recommendation of the Board,” has unanimously (1) determined that the terms of the Merger Agreement, the Merger and the other Transactions are fair to, advisable and in the best interests of the Company and the Company’s shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors, (2) authorized and approved in all respects, the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the Merger and the other Transactions upon the terms and subject to the conditions set forth in the Merger Agreement, (3) directed that the performance of the Merger Agreement and the consummation of the Merger and the other Transactions be submitted to the Company’s shareholders for their adoption and approval, and (4) resolved to recommend that the Company’s shareholders adopt and approve the performance of the Merger Agreement, the Merger and the other Transactions.

Q.	What happens if the Merger is not completed?

A.

If the Merger is not approved by the requisite vote of the Company’s shareholders or if the Merger is not completed for any other reason, the Company’s shareholders will not receive any merger consideration for their Company Shares. Instead, the Company will remain an independent public company, the Company Shares will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and the Company will continue to file periodic reports with the SEC. If the Merger Agreement is terminated under certain circumstances, including, but not limited to, termination by the Company to accept a Superior Proposal (as defined in the Merger Agreement), termination by Parent following a Company Change of Recommendation (as defined in the Merger Agreement) or termination by Parent as a result of the Company’s material breach of the its obligations pursuant to Section 5.2 of the Merger Agreement, the Company will be obligated to pay to Parent a termination fee equal to approximately $44.2 million in cash. For more details see the section of this proxy statement captioned “The Merger Agreement—Company Termination Fee.”

Q.	Are there risks I should consider in deciding how to vote on the Merger?

Q.	What vote is required to approve the Merger Proposal?

A.

The affirmative vote of the holders of at least a majority of the Company Shares represented at the meeting (or any adjournment or postponement thereof), in person, by proxy or by electronic voting, and actually voting on the proposal, excluding abstentions and broker non‑votes, is required to approve the Merger Proposal. The foregoing majority must be achieved after excluding any votes on account of Company Shares held by Parent, Merger Sub or any other Parent Affiliate, if any. You may vote either “FOR” or “against” the Merger Proposal, or you may abstain. The ICL requires that each shareholder voting on the Merger Proposal indicate whether or not the shareholder is a Parent Affiliate. The enclosed proxy card includes a box you must mark to indicate whether or not you are a Parent Affiliate with regards to the Merger Proposal by voting on Item 1a of the proxy card. A selection of “YES” confirms that you ARE NOT a Parent Affiliate and a selection of “NO” confirms that you are a Parent Affiliate.

Q.	What vote is required to approve the Adjournment Proposal, the Director Re-election Proposal and the Auditor Re-appointment Proposal?

A.

The affirmative vote of the holders of at least a majority of the Company Shares represented at the meeting (or any adjournment or postponement thereof), in person, by proxy or by electronic voting, and actually voting on the proposal (excluding abstentions and broker non-votes) is required to approve each of the Adjournment Proposal, the Director Re-election Proposal and the Auditor Re-appointment Proposal.

Q.	What vote is required to approve the CEO Compensation Proposal?

A.

The approval of the CEO Compensation Proposal requires the affirmative vote of the holders of at least a majority of the Company Shares represented at the meeting (or any adjournment or postponement thereof), in person, by proxy or by electronic voting, and actually voting on the proposal (excluding abstentions and broker non-votes), is required to approve the CEO Compensation Proposal. In addition to the foregoing majority, one of the following additional voting requirements must be achieved:

(i)

a majority of the shares that are voted at the meeting in favor of the CEO Compensation Proposal, excluding abstentions, includes a majority of the votes of shareholders present and voting who are not controlling shareholders or do not have a personal interest in the approval of the proposal (each controlling shareholder or shareholder with a personal interest, an “Interested Shareholder”); or

(ii)

the total number of shares held by the shareholders mentioned in clause (i) above that are voted against the CEO Compensation Proposal does not exceed two percent (2%) of the aggregate voting rights in the Company.

Q.	How many shares must be present or represented to conduct business at the meeting (i.e., what constitutes a quorum)?

A.

The presence (in person or by proxy) of any two or more shareholders (not in default in payment of any sum referred to in Article 13 of the Articles) holding, in the aggregate, Company Shares representing at least 25% of the voting power of the Company constitutes a quorum for purposes of the meeting.

Q.	What happens if a quorum is not present?

A.

In the absence of the requisite quorum of the Company’s shareholders at the meeting within half an hour from the time fixed for commencement thereof, then, without any further notice, the meeting will be adjourned (i) to the following week (to the same day, time and place), (ii) to such day and at such time and place as indicated in the notice of such meeting, or (iii) to such day (which day may be earlier or later than the day pursuant to clause (i) above) and at such time and place the chairperson of the meeting shall determine. At such adjourned meeting, if a quorum is not present, the Company’s shareholders present, in person, by proxy or by electronic voting, will constitute a quorum. Under the terms of the Merger Agreement, the meeting cannot be adjourned for more than five business days and cannot be postponed to later than the date that is ten business days after the date for which the meeting was originally scheduled without the prior written consent of Parent.

Q.	What is the difference between holding Company Shares as a shareholder of record and as a beneficial owner?

A.	As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Q.	May I change my vote after I have mailed my signed proxy card?

A.	Yes. You may change your vote or revoke your proxy at any time prior to the vote at the meeting.

Q.	What is a proxy?

A.

A proxy is a document by which you authorize a person to be your representative at a meeting of the Company and to vote for you at that meeting of shareholders in the way that you have directed. That document is called a “proxy card” or, if your Company Shares are held in street name and you give instructions to the record holder of your Company Shares, is called a “voting instruction form.”

Q.	What should I do if I receive more than one proxy card or voting instruction form?

A.

You may receive more than one set of these proxy solicitation materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms. Please complete, sign, date and return all proxy cards and voting instruction forms you receive, or vote each group of Company Shares by mail, telephone or over the Internet to ensure that all your Company Shares are voted. For example, if you hold your Company Shares in more than one brokerage account, you may receive a separate voting instruction form for each brokerage account in which you hold Company Shares. In addition, if you are a shareholder of record and your Company Shares are registered in more than one name, you may receive more than one proxy card.

Q.	Where can I find the voting results of the meeting?

A.

The Company intends to publish final voting results in a Report of Foreign Private Issuer on Form 6-K to be furnished to the SEC following the meeting. All reports that the Company files or furnishes with the SEC are publicly available when filed or furnished. See the section of this proxy statement captioned “Where You Can Find More Information.”

Q.	Will the per share merger consideration payable to me be subject to Israeli capital gains tax?

A.

As a general rule, Israeli resident shareholders are subject to Israeli capital gains tax on the per share merger consideration. Non-Israeli resident shareholders who acquired their Company Shares prior to June 16, 2021 (the date on which these shares were registered for trading on Nasdaq) and who do not qualify for an exemption from Israeli capital gains tax under the Ordinance (as defined below) and regulations promulgated thereunder or an applicable tax treaty to which the State of Israel is a party (subject to the receipt in advance of a valid certificate from the ITA allowing for an exemption), including the Convention Between the Government of the United States of America and the Government of the State of Israel with Respect to Taxes on Income (the “Treaty”) described in this proxy statement, may be subject to Israeli capital gains tax on the disposition of their Company Shares in the Merger. Such shareholders, as well as shareholders who were Israeli residents in the past, should consult their tax advisors regarding the tax consequences of the Merger to them.

Q.	Will the per share merger consideration payable to me be subject to Israeli tax withholding?

A.

According to Israeli law, unless it is provided with an exemption certificate issued by the ITA, Parent is required to withhold Israeli taxes from the per share merger consideration even if you are not subject to Israeli capital gains tax. We intend to submit an application to the ITA in order to clarify the withholding mechanism. As part of the application, we intend to request that non-Israeli shareholders who hold less than 5% of the outstanding Company Shares and which were purchased after June 16, 2021 (the date on which the Company listed its shares on Nasdaq) be exempt from withholding to the extent that such shareholders provide the paying agent with certain declarations and documents regarding their residency and the date on which the Company Shares were purchased. We cannot assure you that our application will be accepted.

Q.	Will U.S. Holders be subject to U.S. federal income tax upon the exchange of Company Shares for cash pursuant to the Merger?

A.

If you are a U.S. Holder, the exchange of the Company Shares for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Generally, a U.S. Holder will recognize taxable gain or loss equal to the difference between the amount of cash it receives pursuant to the Merger and its aggregate adjusted tax basis in Company Shares that it exchanges for such cash. For more details, see “The Merger—U.S. Federal and Israeli Income Tax Consequences of the Merger—U.S. Federal Income Tax Consequences.”

Q.	What will the holders of Company Equity Awards receive in the Merger?

Q.	When do you expect the Merger to be completed?

A.

The Merger has been approved by the boards of directors of Parent, the Company and Merger Sub and we are working towards completing the Merger as quickly as reasonably possible. Several conditions must be satisfied or waived before the Merger is completed. See the section of this document titled “The Merger Agreement—Conditions to the Closing of the Merger” for further information. The Company anticipates that the Merger will likely be completed in 2024. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement, including the receipt of certain regulatory approvals, many of which are outside of our control.

Q.	Am I entitled to appraisal rights?

A.	No. Under Israeli law, holders of Company Shares are not entitled to statutory appraisal rights in connection with the Merger.

Q.	Do any of the Company’s directors or officers have any interests in the Merger?

A.

Yes. Our directors and executive officers may have interests in the Merger that may be different from, or in addition to, your interests as a shareholder. The Board was aware of these interests during its deliberations on the merits of the Merger and in deciding to recommend that shareholders vote in favor of the Merger Proposal. These interests are described in more detail under the caption “The Merger—Interests of the Company’s Directors and Executive Officers in the Merger.”

Q.	Who can help answer my questions?

A.	If you have any questions concerning the Merger, the meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your Company Shares, please contact our Proxy Solicitor:

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the ability to consummate the proposed Transactions, the satisfaction or waiver of the conditions to the consummation of the proposed Transactions, including the receipt of certain regulatory approvals, and the timing of the closing of the proposed Transactions;

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the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed Transactions;

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the potential that the Company’s shareholders may not approve the Transactions;

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the ability to successfully integrate operations and employees;

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potential litigation related to the Transactions or otherwise;

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the ability to realize anticipated benefits and synergies of the proposed Transactions as rapidly or to the extent anticipated by financial analysts or investors;

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the potential impact of the announcement of the proposed Transactions on operating results, business generally and business relationships, including with employees, customers, partners, suppliers and competitors;

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unanticipated restructuring costs that may be incurred or undisclosed liabilities assumed;

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actual or threatened legal proceedings that have been or may be instituted against Parent or the Company in connection with the proposed Transactions or otherwise;

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the ability and costs related to retaining key personnel and clients;

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diverting management’s attention from ongoing business operations;

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delays, challenges, costs, fees, expenses and charges related to the proposed Transactions;

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actions by competitors;

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general adverse economic, political, social and security conditions in the regions and industries in which Parent and the Company operate, including relating to Israel’s ongoing war with Hamas and other terrorist organizations in the Middle East and general hostilities;

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exposure to inflation, currency rate and interest rate fluctuations and risks associated with doing business locally and internationally, as well as fluctuations in the market price of Parent and the Company’s traded securities;

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natural catastrophes, any pandemic, epidemic or outbreak of infectious disease, warfare, protests and riots, cybersecurity attack or ransomware request and terrorist attacks; and

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those additional risks and factors discussed below under the section entitled “Risk Factors” and in reports filed or furnished with the SEC by the Company, including the Company’s most recent Annual Report on Form 20-F and any subsequent reports on Form 6-K, each of which is on file with or furnished to the SEC and available at the SEC’s website at www.sec.gov.

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the approval of the Merger Agreement, the Merger and the other Transactions by the requisite affirmative vote of the Company’s shareholders;

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no governmental authority in any competent jurisdiction has by any law or order restrained, enjoined or otherwise prohibited the consummation of the Merger;

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(1) expiration or termination of the applicable waiting period (or extension thereof) under the HSR Act and other specified regulatory laws; and (2) the receipt of any waiting period, clearance, waiver or affirmative approval of the applicable governmental authority having been obtained and remaining in effect under the applicable antitrust laws in Cyprus, Germany and, if required, the United Kingdom;

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at least 50 days shall have elapsed after the filing of the Merger Proposal with the Companies Registrar and at least 30 days shall have elapsed after receipt of the requisite approval of the Merger Agreement, the Merger and the other Transactions by the Company’s shareholders; and

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no Company Material Adverse Effect (as defined in the section of this proxy statement captioned “The Merger Agreement—Representations and Warranties”) shall have occurred since June 4, 2024, and be continuing.

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the diversion of management and employee attention from implementing our growth strategy in our existing markets or in new markets that we are targeting;

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potential diversion of public attention from our positioning of our brand and products in a manner that appeals to new and existing customers;

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the fact that we have and will continue to incur expenses related to the Merger prior to its closing;

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our potential inability to respond effectively to competitive pressures, industry developments, and future opportunities, in particular, given the restrictions on the conduct of the Company’s business during the interim period between signing and closing of the Merger due to the pre‑closing covenants in the Merger Agreement;

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the fact that we could be subject to costly litigation associated with the Merger; and

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our current and prospective employees may be uncertain about their future roles and relationships with the Company following completion of the Merger, which may adversely affect our ability to attract and retain key personnel.

(2)

Adjournment Proposal. To approve the adjournment of the meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Meeting (the “Adjournment Proposal”);

 

	●	the Class I directors are Dan Adika, Roy Saar, Michael Risman and Menashe Ezra, and their terms expire at our annual general meeting of shareholders to be held in 2025;
	●	the Class II directors are Michele Bettencourt and Rory O’Driscoll, and their terms expire at our annual general meeting of shareholders to be held in 2026; and
	●	the Class III directors are Jeff Horing, Ron Gutler and Haleli Barath, and their terms expire at the meeting.

		Year ended December 31,
		2022				2023
		(in thousands)
Audit Fees		$	500			$	500
Audit Related Fees			-				4
Tax Fees			39				76
Total		$	539			$	580

•

subtracting the Company’s redeemable non-controlling interests in WalkMe K.K. (the Company’s Japanese subsidiary), as of March 31, 2024, as disclosed in the Company’s press release attached as Exhibit 99.1 to the report on Form 6-K furnished to the SEC on May 22, 2024; and

Selected Software Companies		CY2024E Revenue Multiple
Vertex, Inc.			8.5
Wix.com Ltd.			5.6
Squarespace, Inc. (1)			5.0
PagerDuty, Inc.			4.0
UiPath Inc.			3.8
Jamf Holding Corp.			3.8
Alarm.com Holdings, Inc.			3.5
Sprinklr, Inc.			3.1
Amplitude, Inc.			3.1
Zuora, Inc. (2)			2.8
Similarweb Ltd.			2.5
RingCentral, Inc.			2.1
BigCommerce Holdings, Inc. (3)			1.8

Selected Mature Software Companies		CY2024E Revenue Multiple
Box, Inc.			4.5
ZoomInfo Technologies Inc.			4.4
DocuSign, Inc.			3.9
TeamViewer SE			3.5
Dropbox, Inc.			3.3
Zoom Video Communications, Inc.			2.8

Announcement Date		Target		Acquirer		LTM Revenue Multiple			NTM Revenue Multiple
01/09/23		Duck Creek Technologies, Inc.		Vista Equity Partners		7.7			7.0
02/12/19		Ellie Mae, Inc.		Thoma Bravo, L.P.		7.0			6.8
06/28/21		QAD Inc.		Thoma Bravo, L.P.		5.8			5.3
12/23/18		MYOB Group Ltd.		Kohlberg Kravis Roberts & Co. L.P.		5.4			4.9
12/18/23		Alteryx, Inc.		Clearlake Capital Group, L.P. and Insight Partners		4.7			4.2
03/01/24		Everbridge, Inc.		Thoma Bravo, L.P.		4.0			3.9
08/22/19		Pivotal Corp		VMware, Inc.		3.9			3.4
08/31/16		Interactive Intelligence Group Inc.		Genesys Telecommunications Laboratories Inc. (backed by Permira)		3.4			3.2
08/09/23		Avid Technology, Inc.		Symphony Technology Group, LLC		3.3			3.0
12/06/16		Intralinks Holdings, Inc.		Synchronoss Technologies, Inc.		2.9			2.7
11/11/19		Carbonite, Inc.		Open Text Corporation		2.8			2.7
05/04/23		Software AG		Silver Lake Technology Management, LLC		2.8			2.6
09/06/23		NextGen Healthcare, Inc.		Thoma Bravo, L.P.		2.6			2.4
11/02/15		Constant Contact, Inc.		Endurance International Group Holdings, Inc.		2.6			2.3
09/30/13		The Active Network, Inc.		Vista Equity Partners		2.1			2.0

•

banks, insurance companies and other financial institutions;

•

real estate investment trusts and regulated investment companies;

•

brokers, dealers or traders in securities;

•

tax-exempt organizations, governmental agencies, instrumentalities or other governmental organizations and pension funds;

•

dealers or brokers in securities or foreign currency;

•

tax‑qualified retirement plans;

•

corporations that accumulate earnings to avoid U.S. federal income tax (and investors therein);

•

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

•

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

•

persons who hold their Company Shares as part of a straddle, hedging, conversion, constructive sale or other risk reduction transaction or integrated investment;

•

persons who purchase or sell their Company Shares as part of a wash sale for tax purposes;

•

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

•

persons who hold their Company Shares through a bank, financial institution or other entity, or a branch thereof, located, organized or resident outside of the United States;

•

persons required to accelerate the recognition of any item of gross income with respect to their Company Shares as a result of such income being recognized on an applicable financial statement;

•

persons who own or have owned (directly, indirectly or through attribution) more than 5% of the voting power or value of all Company Shares;

•

persons who received their Company Shares pursuant to the exercise of employee stock options or other compensation arrangements; and

•

persons who own an equity interest in Parent following the Merger.

•

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

•

a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof or the District of Columbia;

•

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

•

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

•

The first request (the “Withholding Tax Ruling”) will ask that the ITA either exempt Parent, the Exchange Agent and the Surviving Company (and their respective agents) from the obligation to withhold Israeli tax at source from the per share merger consideration or provide detailed instructions on how such withholding at source is to be executed in connection with the Merger. In addition, the request will ask that non-Israeli shareholders who purchased their Company Shares on or after June 16, 2021 (the date on which the Company listed its shares on Nasdaq) and hold less than 5% of the outstanding Company Shares will be exempt from withholding to the extent that such shareholders will provide the Exchange Agent with certain declarations and documents regarding their non-Israeli residency and the date on which the Company Shares were purchased. Such request will also ask that the ITA provide a process for exempting non-Israeli holders of options, RSUs and PSUs from Israeli withholding tax. Regardless of whether we obtain the Withholding Tax Ruling from the ITA, any holder of Company Shares who believes that it is entitled to an exemption (or a reduced tax rate) may separately apply to the ITA to obtain a certificate of exemption from withholding or an individual tax ruling providing an exemption from withholding or withholding at a reduced rate, and submit such certificate of exemption or ruling to the Exchange Agent at least three business days prior to the date that is 365 days following the Closing Date. If Parent or the Exchange Agent receives a valid exemption certificate or tax ruling (in form and substance reasonably satisfactory to Parent and the Exchange Agent) at least three business days prior to the date that is 365 days following the Closing Date, then the withholding (if any) of any amounts under the Ordinance, from the per share merger consideration shall be made in accordance with the provisions of such tax certificate or tax ruling.

•

The second request (the “Options Tax Ruling”) will ask that the ITA confirms, among other things, that (i) the cancellation and exchange of the Section 102 Awards and the conversion of the Section 102 Shares pursuant to the terms of the Merger Agreement shall not be regarded as a violation of the “requisite holding period” (as such term is defined in Section 102 of the Ordinance) so long as the consideration payable with respect to such awards is deposited with the 102 Trustee until the end of the respective holding period, and released only after the lapse of the requisite holding period, and after the applicable Israeli Tax will be withheld  by the 102 Trustee; and (ii) Parent and anyone acting on its behalf shall be exempt from withholding of tax in relation to any payments made to the 102 Trustee with respect to shares and employee equity awards which are subject to the trustee arrangement pursuant to Section 102 of the Ordinance or awards that are subject to Section 3(i) of the Ordinance. If the Options Tax Ruling is not obtained prior to the Closing or in accordance with the instructions of the ITA, the Company will seek to obtain an interim tax ruling (the “Interim Options Tax Ruling”) confirming, among other things, that Parent and anyone acting on its behalf shall be exempt from withholding Israeli tax in relation to any payment made to the Exchange Agent, the 102 Trustee or the Company in respect to Company Options, Section 102 Shares or Company RSU Awards (whether or not subject to Section 102 of the Ordinance). If neither the Options Tax Ruling nor the Interim Options Tax Ruling is obtained, holders of Section 102 Awards (and shares issued upon exercise of Section 102 Awards) will be subject to Israeli tax withholding on the gross merger consideration at the fixed rate of 25% or at such holders’ marginal tax rates under Israeli law for ordinary income, and may be also subject to withholding for national insurance contributions and surtax, depending on the specific circumstances of such holders and the terms and the timing of the grants of the Section 102 Awards to such holders.

•

cause the expiration or termination of the applicable waiting period (or extension thereof) under the HSR Act;

•

obtain the approval or clearance, waiver by the relevant governmental authorities in Cyprus, Germany, and, if required, the United Kingdom, with such approval, clearance or waiver remaining in effect and any waiting period related thereto having expired; and

•

take all reasonable action and do all things necessary, proper or advisable to provide notice to the Investment Center within 30 days following the Closing Date (however, such notice is not a condition to the consummation of the Transactions).

•

changes or proposed changes in applicable laws, governmental policies (including changes in trade policies or the imposition of or changes in tariffs), GAAP or the interpretation or enforcement thereof;

•

changes in general economic, business, labor or regulatory conditions, or changes in securities, credit or other financial or commodities markets, including interest rates, exchange rates or fuel prices, in the United States or globally, or changes generally affecting the industries (including seasonal fluctuations) in which the Company or its subsidiaries operate in the United States or globally;

•

changes in global or national political conditions or changes in such conditions or acts of war, sabotage or terrorism (including the outbreak or escalation of war (whether or not declared), military action, sabotage or acts of terrorism) or cyber attacks;

•

changes due to natural disasters, including earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfires, changes in the weather and other force majeure events or changes due to the outbreak or worsening of an epidemic, pandemic or other health crisis;

•

actions or omissions required of the Company under the Merger Agreement or taken or not taken at the written request of, or with the written consent of, Parent or any of its affiliates;

•

the negotiation, execution, delivery, announcement, performance, compliance with, pendency or consummation of the Merger Agreement and the Transactions, including the identity of, or the effect of any fact or circumstance relating to, Parent or any of its affiliates or any communication by Parent or any of its affiliates regarding plans, proposals or projections with respect to the Company, its subsidiaries or their employees (including any impact on the relationship of the Company or its subsidiaries, contractual or otherwise, with its customers, suppliers, distributors, vendors, lenders, employees or partners);

•

any action arising from allegations of breach of fiduciary duty or violation of law relating to the Merger Agreement or the Transactions;

•

changes in the trading price or trading volume of Company Shares or any suspension of trading;

•

any failure by the Company or any of its subsidiaries to meet any public estimates or expectations of the Company’s revenue, earnings or other financial performance or results of operations for any period, or any failure by the Company to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations; or

•

any breach, violation or non-performance of any provision of the Merger Agreement by Parent or any of its affiliates.

•

due organization, valid existence, good standing (to the extent such concept is recognized under applicable law) and authority and qualification to conduct business with respect to the Company and its subsidiaries;

•

the Company’s subsidiaries;

•

the Company’s organizational documents;

•

the capital structure of the Company and its subsidiaries;

•

the absence of any contract relating to the voting of any of the Company’s or its subsidiaries’ securities and of any outstanding contractual obligations of the Company and its subsidiaries to acquire any of the Company’s or its subsidiaries’ securities;

•

the Company’s corporate power and authority to execute and deliver the Merger Agreement, perform and comply with its obligations under the Merger Agreement, and the enforceability of the Merger Agreement;

•

required consents, notices, approvals and regulatory filings and expirations of waiting periods in connection with the Merger Agreement and performance thereof;

•

the absence of any conflict with or violation of any organizational documents, existing contracts, or applicable laws to the Company or its subsidiaries or the resulting creation of any lien upon the Company’s assets due to the performance of the Merger Agreement and the consummation of the Transactions;

•

the Company’s and its subsidiaries’ compliance with laws, including applicable anti‑bribery and anti‑corruption laws, applicable customs and trade laws, and applicable laws relating to government contracts;

•

the Company’s and its subsidiaries’ possession of necessary permits and internal controls, policies and procedures;

•

the accuracy and timeliness of all documents required to be filed or furnished by the Company and its subsidiaries with the SEC;

•

the accuracy and completeness of the Company’s consolidated financial statements;

•

the Company’s internal accounting controls and procedures;

•

the Company’s disclosure controls and procedures;

•

the accuracy of information to be provided in this proxy statement;

•

the conduct of the business of the Company and its subsidiaries in the ordinary course of business consistent with past practice and the absence of a Company Material Adverse Effect, in each case since December 31, 2023;

•

the absence of litigation;

•

employee benefit plans;

•

labor and employment matters;

•

assets of the Company and its subsidiaries and the absence of certain liens thereon;

•

real property owned or leased by the Company and its subsidiaries;

•

trademarks, patents, copyrights and other intellectual property matters;

•

data protection and privacy matters;

•

tax matters;

•

environmental matters;

•

the existence and enforceability of specified categories of the Company’s and its subsidiaries’ material contracts and the violation or breach of or default thereunder;

•

compliance with Nasdaq listing criteria and the absence of listing on any stock exchange other than Nasdaq;

•

insurance matters;

•

payment of fees to brokers in connection with the Merger Agreement;

•

the inapplicability of anti-takeover statutes to the Merger;

•

absence of any transactions, relations or understandings between the Company or any of its subsidiaries and any affiliate or related person;

•

the necessary vote of shareholders in connection with the Merger Agreement; and

•

the rendering of Qatalyst’s fairness opinion to the Board.

•

due organization, good standing and authority and qualification to conduct business with respect to Parent and Merger Sub;

•

Parent’s and Merger Sub’s corporate authority to execute and deliver the Merger Agreement, to perform and comply with each of its obligations under the Merger Agreement, to consummate the Transactions and the enforceability of the Merger Agreement;

•

the absence of any conflict with or violation of any organizational documents or applicable laws due to the performance of the Merger Agreement;

•

required consents, approvals and regulatory filings and termination or expiration of any waiting periods in connection with the Merger Agreement;

•

the absence of litigation;

•

accuracy of information supplied by Parent and Merger Sub for inclusion in this proxy statement;

•

no ownership of the Company’s share capital by Parent and Merger Sub;

•

the absence of any arrangement with any shareholders, directors, or officers of the Company relating to the Merger Agreement, the Merger or any other Transactions or the Surviving Company or any of its affiliates, businesses or operations (other than the Merger Agreement and the other documents delivered in connection therewith, including the Support Agreements);

•

matters with respect to Parent’s and Merger Sub’s sufficiency of funds;

•

payment of fees to brokers in connection with the Merger Agreement; and

•

the ownership of Merger Sub.

•

will, and will cause each of its subsidiaries to, subject to the restrictions and exceptions in the Merger Agreement, conduct its operations, in all material respects, in the ordinary course of business and use commercially reasonable efforts to preserve intact the business organizations, including keeping available the services of employees and other service providers, and the current relationships of the Company and each of its subsidiaries with customers, suppliers and other persons with whom the Company and any of its subsidiaries have material business relations;

•

will not, and will cause each of its subsidiaries not to, directly or indirectly, among other things (subject to certain exceptions as set forth in the Merger Agreement and Company Disclosure Letter):

•

amend or modify the Articles or the equivalent organizational documents of any of the Company’s subsidiaries;

•

issue, deliver, sell, pledge, dispose of, grant, transfer, subject to any Lien (other than Permitted Liens) (each as defined in the Merger Agreement) or otherwise encumber any Company Shares or other equity interests in the Company or any of its subsidiaries of any class, or securities convertible into, or exchangeable or exercisable for, any such Company Shares or other equity interests, or any options, warrants or other rights to acquire any such Company Shares or other equity interests of the Company or any of its subsidiaries, other than (A) the issuance of shares upon the exercise or settlement, as applicable, of Company Equity Awards or (B) issuances of Company Shares in connection with the exercise of rights under the Company ESPP in the ordinary course of business;

•

sell, assign, transfer, grant any security interest in, lease, license, transfer, exchange, subject to any subject to any Lien (other than Permitted Liens), swap, abandon, allow to lapse, disclaim, dedicate to the public, fail to prosecute or maintain in full force and effect, or otherwise dispose of, any property or assets of the Company or any of its subsidiaries, except for (A) the sale, abandonments or other dispositions of inventory, goods and other property in the ordinary course of business consistent with past practice, (B) sales or dispositions of obsolete or worn-out assets and (C) non-exclusive licenses of intellectual property in the ordinary course of business;

•

fail to take or maintain commercially reasonable measures to protect the confidentiality and value of any Trade Secrets (as defined in the Merger Agreement) or other non-public Company Owned Intellectual Property (as defined in the Merger Agreement);

•

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 Company Shares or other equity interests, except for dividends or other distributions paid by a wholly owned subsidiary of the Company to the Company or another wholly owned subsidiary of the Company;

•

(A) reclassify, combine, split, subdivide or amend the terms of any Company Shares or other equity interests or (B) redeem, purchase or otherwise acquire, directly or indirectly, any Company Shares or other equity interests, except, with respect to this clause (B), (1) with respect to any wholly owned subsidiary of the Company, (2) in connection with the forfeiture or expiration of outstanding Company Equity Awards and (3) with respect to the withholding of Company Shares to satisfy tax obligations with respect to the exercise, vesting or settlement, as applicable, of Company Equity Awards;

•

merge or consolidate the Company or any of its subsidiaries with any person or adopt a plan or agreement of, or resolutions providing for or authorizing, complete or partial liquidation, dissolution, restructuring, merger, consolidation, recapitalization or other reorganization of the Company or of its subsidiaries, other than transactions solely between or among direct or indirect wholly owned subsidiaries of the Company;

•

acquire (including by merger, consolidation, or acquisition of stock or assets), directly or indirectly, any person, any equity interest in such person or assets, other than (A) acquisitions by the Company from any wholly owned subsidiary of the Company or among any wholly owned subsidiaries of the Company, (B) the purchase of inventory, equipment, raw material or supplies in the ordinary course of business or (C) non-exclusive inbound licenses of intellectual property in the ordinary course of business;

•

create or incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee, endorse, or otherwise become liable or responsible for (whether directly, contingently or otherwise) the obligations of any person (other than a wholly owned subsidiary of the Company) for borrowed money, except for (A) any indebtedness among the Company and its wholly owned subsidiaries or among the wholly owned subsidiaries of the Company in the ordinary course of business, or (B) any hedging obligations of the Company or any of its subsidiaries in the ordinary course of business;

•

make any capital expenditure, other than the capital expenditures set forth on the capital expenditure budget as of the date of the Merger Agreement and made available to Parent and its representatives by the Company;

•

make any loans, advances (other than for ordinary course business expenses or pursuant to the Articles or existing indemnification obligations) or capital contributions to, or investments in, any other person (other than transactions between or among the Company and wholly owned subsidiaries of the Company);

•

(A) waive, release, terminate, amend, cancel, or assign any material right or material claim of the Company or any of its subsidiaries under any material contract of the Company, including granting any material refund, credit, rebate or allowance to a customer party to a material contract of the Company that is not otherwise provided for in the terms of such contract existing as of the date of the Merger Agreement or (B) renew, enter into or amend any contract that, if existing on or prior to the date of the Merger Agreement, would be a material contract of the Company, in each case, other than in the ordinary course of business;

•

except as required by the terms of Company Plan (as defined in the Merger Agreement): (A) grant, provide, amend or increase any bonus, equity or equity-based compensation, retention or change in control bonus payments or benefits or similar rights to any current or former employee, officer, individual consultant, individual independent contractor or non-employee director of the Company or any of its subsidiaries; (B) grant, provide, amend or increase any severance payments or severance benefits to any current or former employee, officer, individual consultant, individual independent contractor or non-employee director of the Company or any of its subsidiaries; (C) grant any increase in the compensation or benefits payable or to become payable to any of current or former employee, officer, individual consultant, individual independent contractor or non-employee director of the Company or any of its subsidiaries; (D) negotiate, establish, adopt, enter into, modify, amend or terminate any collective bargaining agreement or other contract with any labor organization, union or employee representative organization relating to any employee of the Company or any of its subsidiaries; (E) establish, adopt, enter into, modify or amend any Company Plan (or any arrangement that would be a Company Plan if in effect on the date of the Merger Agreement), other than de minimis administrative amendments that do not (1) have the effect of enhancing any compensation or benefits thereunder or (2) otherwise result in increased costs to the Company; (F) accelerate the vesting or payment date of any Company Equity Awards or accelerate any material payment or benefit, or the funding of any payment or benefit, payable or to become payable under a Company Plan; (G) implement any employee layoffs in violation of WARN or announce, implement or effect any facility closing, lay-off, early retirement programs, severance programs or reductions in force affecting employees of the Company or any of its subsidiaries; (H) waive, release, limit, or condition any restrictive covenant obligation of any current or former employee, officer, individual consultant, individual independent contractor or non-employee director of the Company or any of its subsidiaries; or (I) hire, engage or terminate the employment or services, change the title, office or position, or materially alter the responsibilities of any director, officer, employee, contractor or consultant of the Company or any of its subsidiaries (except for terminations for cause);

•

make any material change in the Company’s accounting policies, practices, principles, methods or procedures, other than as required by law, GAAP or by a governmental authority;

•

compromise (including forgiving any amount owed to the Company or its subsidiaries), waive, settle or agree to settle any action, other than (A) the settlement of actions that require payments by the Company or any of its subsidiaries (net of insurance proceeds) in an amount not to exceed $100,000 individually or $500,000 in the aggregate, or (B) the settlement of actions disclosed, reflected or reserved against in the Company’s balance sheet dated as of December 31, 2023 for an amount not in excess of the amount so disclosed, reflected or reserved and, in each case of clauses (A) and (B), that do not involve (1) the imposition of material restrictions on the business or operations of the Company or any of its subsidiaries and (2) any criminal liability, any admission of wrongdoing, liability, fault or wrongful conduct by the Company or its subsidiaries;

•

(A) make (except for elections made in the ordinary course of business consistent with past practice) or change any material tax election; (B) change any tax accounting period with respect to a material tax or material method of tax accounting; (C) settle any material tax liability; (D) settle or compromise any liability with respect to material taxes or audit or assessment related to material taxes or file or surrender any claim for a refund of material taxes (including any such refund to the extent it is used to offset or otherwise reduce material tax liability); (E) file any amended material tax return (other than any tax return which filing would reasonably be expected to be beneficial to the Company or any of its subsidiaries); or (F) except in the ordinary course of business consistent with past practice, (1) consent to any extension or waiver of the statute of limitations applicable to any claim or assessment with respect to a material amount of taxes or (2) enter into any tax allocation agreement, tax sharing agreement or tax indemnity agreement (other than (i) agreements entered into in the ordinary course of business, the primary purpose of which is unrelated to tax, and (ii) any agreement between or among any of the Company and its subsidiaries);

•

sell, dispose of, transfer, assign, encumber, pledge, abandon, dedicate to the public, fail to maintain, or allow to lapse, in whole or in part, any Company Owned Intellectual Property (other than those assignments to customers entered into in the ordinary course of business);

•

grant to any third party any license, or enter into any release, immunity or covenant not to sue with respect to any Company Owned Intellectual Property (other than the grant of non-exclusive licenses entered into in the ordinary course of business);

•

fail to maintain or protect the confidentiality of any Trade Secret, or proprietary source code related to any product and service offerings of the Company or the business of the Company or any of its subsidiaries;

•

cancel or fail to use commercially reasonable efforts to replace or renew any material insurance policy of the Company;

•

enter into any Affiliate Transaction (as defined in the Merger Agreement) or into any contract expressly contemplating any Affiliate Transaction;

•

enter into any contract with a counterparty that is a Sanctioned Person (as defined in the Merger Agreement) in violation of economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (A) the U.S. government, including, without limitation, U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the U.S. Department of State, (B) the United Nations Security Council, (C) the European Union or any European Union Member state, (D) His Majesty’s Treasury of the United Kingdom, or (E) the government of Israel;

•

(A) make a commission payment to any representative or (B) provide a discount to any representative (to the extent such discount is not set forth in a contract made available to Parent by the Company), in each case, in connection with a Government Contract (as defined in the Merger Agreement);

•

call or convene any general or special meeting of the Company’s shareholders, or seek any action or other approval of or from the Company’s shareholders, in connection with any action prohibited by the Merger Agreement, including Section 5.2 of the Merger Agreement;

•

change or discontinue an existing line of business outside of the existing business of the Company and its subsidiaries, taken as a whole; or

•

authorize, agree, enter into any contract or otherwise make any commitment to do any of the foregoing.

•

promptly cease and cause to be terminated any existing solicitation, encouragement, discussions or negotiations with any third party that relate to any Acquisition Proposal and disregard all requests made by or on behalf of any third party for information in connection with an Acquisition Proposal;

•

request any such third party that has, prior to the date of the Merger Agreement, executed a confidentiality or similar agreement in connection with a possible Acquisition Proposal which has not terminated or expired pursuant to its terms to promptly return or destroy all non-public information concerning the Company and its subsidiaries furnished to such third party, its affiliates or its representatives on behalf of the Company or its affiliate prior to the date of the Merger Agreement in accordance with the terms of such confidentiality or similar agreement; and

•

prohibit any third party from having access to any physical or electronic data rooms hosted by or on behalf of the Company or its affiliate relating to a possible Acquisition Proposal.

•

initiate, solicit, knowingly or intentionally facilitate or encourage the making, submission or announcement of any Acquisition Proposal (or any proposal, offer or indication of interest that is reasonably likely to lead to an Acquisition Proposal);

•

furnish or otherwise provide access to any non-public information regarding the Company or any or its subsidiaries to any person in connection with or in response to an Acquisition Proposal; or

•

engage in discussions or negotiations with any person with respect to any Acquisition Proposal.

•

withdraw, change or qualify, or publicly propose to withdraw, change or qualify, in a manner adverse to Parent or Merger Sub, the Board’s recommendation that the Company’s shareholders approve the Merger Agreement, the Merger and the other Transactions (the “Company Board Recommendation”) or resolve or agree to take any of the actions contemplated by this bullet point;

•

approve, accept or recommend, or publicly propose to approve, accept or recommend, any Acquisition Proposal;

•

approve, permit or cause the Company or any of its subsidiaries to execute or enter into any Merger Agreement, acquisition agreement, joint venture agreement, partnership agreement, letter of intent, memorandum of understanding or other similar contract relating to any Acquisition Proposal, in each case, other than an Acceptable Confidentiality Agreement (as defined in the Merger Agreement);

•

fail to include the Company Board Recommendation in this proxy statement; or

•

resolve or agree to take any action set forth in the above bullet points (any such action being referred to as a “Company Change of Recommendation”).

•

furnish information (including non-public information) with respect to the Company and its subsidiaries and provide access to the books, records, personnel and facilities of the Company and its subsidiaries to the third party making such Acquisition Proposal, its representatives and potential sources of financing if prior to so furnishing such information or providing access, the Company receives (or has previously received) from such third party an executed Acceptable Confidentiality Agreement (provided, however, that any non-public information concerning the Company or its subsidiaries provided or made available to any third party will, to the extent not previously provided or made available to Parent or Merger Sub, be provided or made available to Parent or Merger Sub as promptly as practicable after it is provided or made available to such third party (and in any event, within 24 hours thereafter)); and

•

participate in discussions or negotiations with the third party making such Acquisition Proposal, its representatives and potential sources of financing regarding such Acquisition Proposal and any changes thereto, including by making counterproposals thereto.

•

(A) the Company will have received after the date of the Merger Agreement an Acquisition Proposal which is not solicited in, or is otherwise the result of a, breach of the Merger Agreement and (B) such Acquisition Proposal will not have been withdrawn;

•

the Board (or any duly authorized committee thereof) will have determined in good faith, after consultation with its financial advisors and outside counsel, that (A) such Acquisition Proposal constitutes a Superior Proposal and (B) in light of such Superior Proposal, the failure to make a Company Change of Recommendation and/or terminate the Merger Agreement would reasonably be likely to be inconsistent with its fiduciary duties under applicable laws of the State of Israel;

•

the Board will have provided to Parent at least four business days’ prior written notice (the “Notice Period”) (A) that it has received a Superior Proposal that was not solicited in, or was otherwise the result of a, breach of the Merger Agreement, (B) that it intends to make a Company Change of Recommendation and/or terminate the Merger Agreement as a result of such Superior Proposal, and (C) specifying the material terms and conditions of such Superior Proposal, including the identity of the person making such Superior Proposal and attaching the most current version of any written offer or proposed contract relating thereto and, if the Company proposes to terminate the Merger Agreement, a copy of the proposed written, definitive acquisition agreement providing for the consummation of the transaction contemplated by such Superior Proposal (such acquisition agreement, a “Specified Definitive Acquisition Agreement”);

•

during the Notice Period, if requested by Parent, the Company will have, and will have caused its legal and financial advisors to have, reasonably engaged in good faith negotiations with Parent and its representatives regarding any amendment or amendments to the Merger Agreement proposed in writing by Parent and intended to cause the relevant Acquisition Proposal to no longer constitute a Superior Proposal; and

•

the Board will have (A) considered in good faith any adjustments and/or proposed amendments to the Merger Agreement (including a change to the price terms thereof) and the other agreements contemplated hereby that may be irrevocably offered in writing by Parent (the “Proposed Changed Terms”) no later than 11:59 p.m., New York City time, on the last day of the Notice Period and (B) determined in good faith that the Superior Proposal would continue to constitute a Superior Proposal if such Proposed Changed Terms were to be given effect and that the failure to make a Company Change of Recommendation or terminate the Merger Agreement would reasonably be likely to be inconsistent with the fiduciary duties of the Board under applicable laws of the State of Israel in light of such Superior Proposal.

•

the Board (or any duly authorized committee thereof) will have determined in good faith, after consultation with its financial advisors and outside counsel, that the failure to make a Company Change of Recommendation would reasonably be likely to be inconsistent with the fiduciary duties of the Board under applicable laws of the State of Israel;

•

the Company will have provided Parent with a written notice (a “Company Intervening Event Notice”) of such determination, stating that such notice constitutes a Company Intervening Event Notice, providing a description of the material facts and circumstances giving rise to a Company Intervening Event, and that the Board intends to effect a Company Change of Recommendation; and

•

during the period commencing on the date of Parent’s receipt of the Company Intervening Event Notice and ending at 11:59 p.m., New York City time, on the date that is the fifth business day thereafter, if requested by Parent, the Company will have, and will have caused its legal and financial advisors to have, reasonably engaged in good faith negotiations with Parent and its representatives regarding any amendment or amendments to the Merger Agreement and will have considered in good faith any proposals made by Parent, and after taking account of Parent’s proposals, if any, the Board again makes the determination set forth in first bullet point above.

•

the approval of the Merger Agreement, the Merger and the other Transactions by the requisite affirmative vote of the Company’s shareholders;

•

no governmental authority in any competent jurisdiction has by any law or order restrained, enjoined or otherwise prohibited the consummation of the Merger that is continuing and remains in effect;

•

receipt of the Required Clearances; and

•

at least 50 days shall have elapsed after the filing of the Merger Proposal with the Companies Registrar and at least 30 days shall have elapsed after receipt of the requisite approval of the Merger Agreement, the Merger and the other Transactions by the Company’s shareholders.

•

with specified qualifications and exceptions, the truth and correctness of the Company’s representations and warranties contained in the Merger Agreement as of the Closing Date;

•

the Company having complied with or performed, in all material respects, the covenants, obligations and agreements to be complied with or performed by it under the Merger Agreement on or prior to the Effective Time;

•

no Company Material Adverse Effect shall have occurred since June 4, 2024, and be continuing; and

•

the receipt by Parent of a certificate dated as of the Closing Date and signed by the Company’s chief executive officer or chief financial officer, certifying to the effect that the conditions described in the preceding three items have been satisfied.

•

with specified qualifications and exceptions, the truth and correctness of the representations and warranties of Parent and Merger Sub contained in the Merger Agreement as of the Closing Date;

•

each of Parent and Merger Sub having complied with or performed, in all material respects, the respective covenants, obligations and agreements to be complied with or performed by them under the Merger Agreement on or prior to the Closing Date; and

•

the receipt by the Company of a certificate, dated as of the Closing Date and signed by an executive officer of Parent, certifying to the effect that the conditions described in the preceding two items have been satisfied.

•

by mutual written consent of Parent and the Company;

•

by either the Company or Parent, if a governmental authority of competent jurisdiction has issued a final and non‑appealable adverse law or order that remains in effect and that permanently restrains, permanently enjoins or otherwise permanently prohibits the consummation of the Merger; provided, however, that the right to terminate pursuant to this provision of the Merger Agreement will not be available to any party where such party’s failure to fulfill its obligation under the Merger Agreement has been the principal cause of, or resulted in, such adverse law or order;

•

by Parent, if:

•

there has been a breach by the Company of its representations, warranties or covenants contained in the Merger Agreement, in each case, such that any of the conditions relating to the obligations of each party and of Parent and Merger Sub to consummate the Merger is not reasonably capable of being satisfied while such breach is continuing;

•

Parent has delivered to the Company written notice of such breach; and

•

such breach is not capable of cure in a manner sufficient to allow satisfaction of the conditions relating to the obligations of each party and of Parent and Merger Sub to consummate the Merger prior to March 4, 2025 (as may be extended pursuant to the terms of the Merger Agreement, the “Outside Date”); provided, however, that Parent will not be permitted to terminate pursuant to this provision of the Merger Agreement if there has been any material breach by Parent or Merger Sub of its representations, warranties or covenants contained in the Merger Agreement such that any condition contained in the obligations of each party and the Company to consummate the Merger is not reasonably capable of being satisfied while such breach is continuing;

•

by the Company, if:

•

there has been a breach by Parent or Merger Sub of any of its representations, warranties or covenants contained in the Merger Agreement such that any condition relating to the obligations of each party and the Company to consummate the Merger is not reasonably capable of being satisfied while such breach is continuing;

•

the Company has delivered to Parent written notice of such breach; and

•

such breach is not capable of cure in a manner sufficient to allow satisfaction of the conditions relating to obligations of each party and of the Company to consummate the Merger prior to the Outside Date; provided, however, that the Company will not be permitted to terminate pursuant to this provision of the Merger Agreement if there has been any material breach by the Company of its representations, warranties or covenants contained in the Merger Agreement such that any condition contained in the obligations of Parent or Merger Sub to consummate the Merger is not reasonably capable of being satisfied while such breach is continuing;

•

by either Parent or the Company, if the Effective Time has not occurred on or prior to the Outside Date, provided, however, that the right to terminate the Merger Agreement pursuant to this provision will not be available to any party whose breach of such party’s representation, warranty, covenant or agreement set forth in the Merger Agreement has caused, or resulted in, the Effective Time not occurring on or prior to the Outside Date; provided, further, that, if on the Outside Date all of the conditions to Closing, other than certain exceptions contained in the Merger Agreement, have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, which conditions shall be capable of being satisfied at such time), then the Outside Date may, at Parent’s sole discretion, be extended for an additional period of 90 days following the Outside Date;

•

by Parent, if, prior to receipt of the requisite approval of the Merger Agreement, the Merger and the other Transactions by the Company’s shareholders, (i) the Board has effected a Company Change of Recommendation, whether or not permitted to do so under the Merger Agreement or (ii) the Company materially breaches any of its obligations described above under the captions “The Merger Agreement—Acquisition Proposals” and “The Merger Agreement—The Board’s Recommendation; Company Change of Recommendation”;

•

by either Parent or the Company, if the requisite Company’s shareholders fail to approve the Merger Agreement, the Merger and the other Transactions at the meeting or at any adjournment or postponement thereof, in each case at which a vote on such approval was taken; provided, however, that a party will not be permitted to terminate pursuant to this provision of the Merger Agreement if the failure of such party seeking to terminate the Merger Agreement to perform any covenant in the Merger Agreement required to be performed by such party at or prior to the Effective Time is the principal cause of the failure to obtain the requisite approval of the Merger Agreement, the Merger and the other Transactions by the Company’s shareholders; or

•

by the Company, if, prior to receipt of the requisite approval of the Merger Agreement, the Merger and the other Transactions by the Company’s shareholders, the Board determines to terminate the Merger Agreement in order to accept a Superior Proposal in compliance with the requirements set forth in the Merger Agreement, provided, however, that the Company, prior to or concurrently with such termination, pays the Company Termination Fee (as defined below) to or for the account of Parent pursuant to the Merger Agreement.

•

the Merger Agreement is terminated by Parent because, prior to the receipt of the requisite approval of the Merger Agreement, the Merger and the other Transactions by the Company’s shareholders, the Board has effected a Company Change of Recommendation or the Company materially breached its obligations pursuant to Section 5.2 of the Merger Agreement, as described above under the captions “The Merger Agreement—Acquisition Proposals” and “The Merger Agreement—The Board’s Recommendation; Company Change of Recommendation”;

•

the Merger Agreement is terminated by the Company in order to accept a Superior Proposal in accordance with the requirements described above under the caption “The Merger Agreement—The Board’s Recommendation; Company Change of Recommendation”; or

•

the Merger Agreement is terminated because (x) (i) the Effective Time has not occurred on or prior to the Outside Date or (ii) the requisite Company’s shareholders have failed to approve the Merger Agreement, the Merger and the other Transactions at the meeting or at any adjournment or postponement thereof, in each case at which a vote on such approval was taken (in each case of clauses (i) and (ii), as described above under the caption “The Merger Agreement—Termination of the Merger Agreement”) and, at the time of termination pursuant to clause (i), the Company has not held the meeting, (y) after the date of the Merger Agreement and prior to the date of the meeting, an Acquisition Proposal has been publicly announced (which was not subsequently withdrawn) and (z) within 12 months after such termination, (A) the Company or an affiliate thereof executes a definitive agreement with respect to an Acquisition Proposal (which is consummated) or (B) the transaction contemplated by an Acquisition Proposal is consummated.

		Shares beneficially owned
Name of Beneficial Owner		Number				%
Principal Shareholders
Entities Affiliated with Insight Partners (1)			24,253,823				25.8
Entities Affiliated with StepStone Group (2)			10,366,855				11.0
Scale Venture Management IV, LLC (3)			9,510,038				10.1
Entities Affiliated with Mangrove Capital Partners (4)			6,278,354				6.7
Entities Affiliated with Gemini Israel Ventures (5)			7,821,202				8.3
Entities Affiliated with AMBLESIDE S.À R.L. (6)			5,462,245				5.8
Executive Officers and Directors:
Dan Adika (7)			3,771,438				3.9
Hagit Ynon (8)			453,020				*
Scott Little (9)			205,502				*
Michele Bettencourt (10)			101,723				*
Haleli Barath (11)			135,804				*
Menashe Ezra (5)			7,821,202				8.3
Ron Gutler (12)			103,602				*
Jeff Horing (13)			60,299				*
Rory O’Driscoll (3)			9,510,038				10.1
Michael Risman (14)			-				-
Roy Saar (15)			247,539				*
All directors and executive officers as a group (11 individuals) (16)			22,410,167				23.0

*	Indicates ownership of less than 1%.

1.

Pursuant to Schedule 13G filed with the SEC on February 11, 2022 and information known to the Company, consists of (i) 14,719,862 Company Shares held of record by Insight Venture Partners IX, L.P., (ii) 293,822 Company Shares held of record by Insight Venture Partners IX (Co-Investors), L.P., (iii) 7,313,935 Company Shares held of record by Insight Venture Partners (Cayman) IX, L.P., (iv) 1,559,564 Company Shares held of record by Insight Venture Partners (Delaware) IX, L.P., and (v) 366,640 Company Shares held of record by Grace Software Cross Fund Holdings, L.P., (“Grace”), which is owned by Insight Partners (Cayman) XI, L.P., Insight Partners (Delaware) XI, L.P.,  Insight Partners (EU) XI, S.C.Sp., Insight Partners XI (Co-Investors) (B), L.P.,  Insight Partners XI (Co-Investors), L.P., and Insight Partners XI, L.P. The general partner of Insight Venture Partners IX, L.P., Insight Venture Partners IX (Co-Investors), L.P., Insight Venture Partners (Cayman) IX, L.P., and Insight Venture Partners (Delaware) IX, L.P. is Insight Venture Associates IX, L.P., (“IVA IX LP”), whose general partner is Insight Venture Associates IX, Ltd., (“IVA IX Ltd”). The general partner of Insight Partners (Cayman) XI, L.P., Insight Partners (Delaware) XI, L.P., Insight Partners XI (Co-Investors) (B), L.P., Insight Partners XI (Co-Investors), L.P. and Insight Partners XI, L.P. is Insight Associates XI, L.P., (“IA XI LP”), whose general partner is Insight Associates XI, Ltd. (“IA XI Ltd”). The general partner of Insight Partners (EU) XI, S.C.Sp. is Insight Associates (EU) XI, S.a.r.l., (“IA EU XI”). The general partner of Grace is Grace Software Holdings II GP, LLC, whose manager is IA XI LP and whose general partner is IA XI Ltd. The sole shareholder of IVA IX Ltd, IA XI Ltd and IA EU XI is Insight Holdings Group, LLC. Jeff Horing, one of the Company’s directors, is a managing director at Insight Venture Partners. The address for these entities is c/o Insight Partners, 1114 Avenue of the Americas, 36th Floor, New York, NY 10036.

2.

Pursuant to Schedule 13/G filed with the SEC on June 22, 2022, consists of (i) 10,366,855 Company Shares held by StepStone Group LP.  (“StepStone”); (ii) 3,013,139 Company Shares held by StepStone VC Global Partners VI-A, L.P. (“Global Partners VI-A”); (iii) 1,203,629 Company Shares held by StepStone VC Global Partners VI-C, L.P. (“Global Partners VI-C”); (iv) 4,216,768 Company Shares held by StepStone VC General Partner VI, L.P. (“Partners VI GP”); (v) 5,948,813 Company Shares held by StepStone VC Opportunities III, L.P. (“Opportunities III”); (vi) 5,948,813 Company Shares held by StepStone VC Opportunities General Partner III, L.P. (“Opportunities III GP”); (vii) 201,274 Company Shares held by StepStone VC Secondaries Fund IV, L.P. (“Secondaries Fund IV,” and together with Global Partners VI and Opportunities III, the “Funds”) and (viii) 201,274 Company Shares held by StepStone VC Secondaries General Partner IV, L.P (“Secondaries IV GP”). Partners VI GP is the general partner of Global Partners VI-A and Global Partners VI-C, Opportunities III GP is the general partner of Opportunities III, and Secondaries IV GP is the general partner of Secondaries Fund IV. StepStone is the investment manager of the Funds. StepStone Group Holdings LLC (“StepStone Group Holdings”) is the general partner of StepStone, and StepStone Group Inc. is the sole managing member of StepStone Group Holdings. On September 20, 2021, StepStone Group Inc., a Delaware corporation, and StepStone Group LP, a Delaware limited partnership, completed the acquisition of Greenspring Associates, LLC and certain of its affiliates or subsidiaries (the “StepStone Acquisition”). As a result of the Stepstone Acquisition, StepStone Group LP became the investment manager of the Funds. The address of these entities is 4225 Executive Square, Suite 1600, La Jolla, CA 90237.

3.

Pursuant to Schedule 13G/A filed with the SEC on February 13, 2024 and information known to the Company, consists of (i) 9,429,021 Company Shares held of record by Scale Venture Management IV, LLC (“Scale IV LLC”), (ii) 11,302 Company Shares held of record by Scale Management, LLC (iii) 30,945 shares held by Rory O’Driscoll and (iv) 38,770 Company Shares underlying options held by Rory O’Driscoll and exercisable within 60 days of June 15, 2024. Rory O’Driscoll, one of our directors, Andrew Vitus and Stacey Bishop are managers of Scale IV LLC and Rory O’Driscoll, Andrew Vitus, Stacey Bishop, Ariel Tseitlin and Alexander Niehenke are managers of Scale Management, LLC and share voting and dispositive power over the shares held by Scale IV LLC and Scale Management, LLC, respectively. The address for the reporting persons is 950 Tower Lane, Suite 1150, Foster City, California 94404.

4.

Pursuant to Schedule 13G filed with the SEC on January 19, 2022, consists of (i) 5,638,420 Company Shares held by Mangrove III Investments S.à r.l (“Mangrove III”) and (ii) 639,934 Company Shares held by Mangrove V Investments S.à r.l (“Mangrove V”). Mangrove III S.C.A. SICAR is the owner of 100% of the share capital of Mangrove III, and Mangrove V (SCA), RAIF is the owner of 100% of the share capital of Mangrove V. Mangrove III Management S.A. is the liquidator of Mangrove III S.C.A. SICAR. The members of the board of directors of Mangrove III Management S.A. are Mark Tluszcz, Hans-Jurgen Schmitz and Willibrord Ehses. As a result of these relationships, each of Mangrove III S.C.A. SICAR, Mangrove III Management S.A. and Messrs. Tluszcz, Schmitz and Ehses may be deemed to share voting and dispositive power with respect to the securities held by Mangrove III. Mangrove Capital Partners S.A. is the manager of Mangrove V (SCA), RAIF. The members of the board of directors of Mangrove Capital Partners S.A. are Mark Tluszcz, Hans-Jürgen Schmitz, Michael Rabinowicz and Gerardo Lopez Fojaca. As a result of these relationships, each of Mangrove V (SCA), RAIF, Mangrove Capital Partners S.A. and Messrs. Tluszcz, Schmitz, Rabinowicz and Lopez Fojaca may be deemed to share voting and dispositive power with respect to the securities held by Mangrove V. Roy Saar, one of our directors, is a partner at Mangrove Capital Partners. The address for these entities is 31 Boulevard Joseph II, L-1840, Luxembourg.

5.

Pursuant to Schedule 13G filed with the SEC on February 13, 2024 and information known to the Company, consists of (i) 7,652,748 Company Shares held of record by Gemini Israel V Limited Partnership (“Gemini V”), (ii) 77,300 Company Shares held of record by Gemini Partners Investors V L.P. (“Gemini Partners”) (iii) 52,384 Company Shares held of record by Menashe Ezra and (iv) 38,770 Company Shares underlying options held by Menashe Ezra and exercisable within 60 days of June 15, 2024. Gemini Capital Associates V LP (“Gemini Associates LP”) is the general partner of Gemini V and Gemini Capital Associates V GP, Ltd. (“Gemini Associates GP”) is the general partner of Gemini Associates LP. Gemini Israel Funds IV Ltd. is the general partner of Gemini Partners. Yossi Sela and Menashe Ezra are the managing partners of Gemini Associates GP, and Gemini Israel Funds IV Ltd. The address for these entities is 1 Shankar St., WeWork, 1st Floor, Herzliya Israel.

6.

Pursuant to Schedule 13D/A filed with the SEC on December 17, 2021, consists of: (i) 3,404,955 Company Shares held or record by Ambleside S.à r.l. (“Ambleside”) and (ii) 2,057,290 Company Shares held of record by Ambleside Lux S.à r.l. (“Ambleside Lux”). Vitruvian III Luxembourg S.à r.l. (“Vitruvian Luxembourg”), is the sole shareholder of Ambleside. VIP III Cortex-B S.à r.l. (“VIP III Cortex-B”) is the sole shareholder of Ambleside Lux. VIP III Nominees Limited (“VIP Nominees”) is the nominee for and on behalf of VIP III LP, and VIP III Co-Invest LP (collectively, the “Funds”), and sole legal shareholder of Vitruvian Luxembourg and VIP III Cortex-B. Vitruvian Partners LLP (“Vitruvian Partners”) is the manager of the Funds and sole shareholder of VIP Nominees. Michael Risman, one of our directors, is a managing partner of Vitruvian Partners. The address of the principal business office of VIP Nominees, VIP III LP and Vitruvian Partners is 105 Wigmore Street, London W1U 1QY, the address of the principal business office of VIP III Co-Invest LP is 12 Castle Street St Helier Jersey JE2 3RT and the address of the principal business office of Ambleside, Ambleside Lux, Vitruvian Luxembourg and VIP III Cortex-B is 21, rue Philippe II, L-2340 Luxembourg.

7.

Consists of 2,926,025 Company Shares underlying options exercisable within 60 days of June 15, 2024 and 23,438 restricted share units or performance share units to be vested within 60 days of June 15, 2024. On May 30, 2024, the compensation committee and the Board granted 500,000 Company RSU Awards to Mr. Adika, which are subject to shareholder approval of the CEO Compensation Proposal. For purposes of preparing the disclosure set forth in this proxy statement, we have assumed that the CEO Compensation Proposal has been approved by the Company’s shareholders, and accordingly 31,250 of such Company RSU Awards are reflected in this proxy statement as vested and the remaining 468,750 Company Shares underlying such Company RSU Awards are reflected in this proxy statement as outstanding and unvested. However, if the Company’s shareholders do not approve the CEO Compensation Proposal, all 500,000 of such Company RSU Awards will be null and void.

8.	Consists of 255,520 Company Shares underlying options exercisable within 60 days of June 15, 2024 and 2,344 performance share units to be vested within 60 days of June 15, 2024.

9.	Consists of 100,000 Company Shares underlying options exercisable within 60 days of June 15, 2024 and 1,250 performance share units to be vested within 60 days of June 15, 2024.

10.	Consists of 68,709 Company Shares underlying options exercisable within 60 days of June 15, 2024.

11.	Consists of 67,563 Company Shares underlying options exercisable within 60 days of June 15, 2024.

12.	Consists of 85,361 Company Shares underlying options exercisable within 60 days of June 15, 2024.

13.	Consists of 38,770 Company Shares underlying options exercisable within 60 days of June 15, 2024. Does not include the Company Shares beneficially held by entities affiliated with Insight Partners as set forth in footnote (1) above.

14.	Does not include the Company Shares beneficially held by entities affiliated with Ambleside as set forth in footnote (6) above.

15.	Consists of 38,770 Company Shares underlying options exercisable within 60 days of June 15, 2024. Does not include the Company Shares beneficially held by entities affiliated with Mangrove Capital Partners as set forth in footnote (4) above.

•

Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed on March 18, 2024; and

•

Reports of Foreign Private Issuer on Form 6-K furnished on May 22, 2024 (only the U.S. GAAP financial information contained in the (i) condensed consolidated statements of operations, (ii) condensed consolidated balance sheets and (iii) condensed consolidated statements of cash flow included in the press release attached as Exhibit 99.1 to the Report on Form 6-K), June 5, 2024 and June 28, 2024.