Nice Ltd.

Regulatory Filings • Aug 8, 2019

Excerpts from D&O Questionnaire of David Kostman

VII. IO BE COMPLETED BY ALL DIRECTORS

The following questions seek to ensure that you can serve (or continue to serve), as a
matter of Israeli law, as a director matter of Israeli law, as a director.

A. to fulfill your duties as a director of the Company, taling into account, among other things,
the particular needs and the Company, taling into account, among other things, the particular needs and the size of the Company?

YES K

Are your skills as a director based on your education and professional B. experience described herein?

YES K

If not, please specify the basis and attach supporting documentation, if any (if you have not
previously provided them to the Company previously provided them to the Company):

C.

YES T

NO R

If yes, please describe below and attach supporting documentation, if any (if you have not
previously provided them to the Company): previously provided them to the Company):

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D. In At any time during the years, were you convicted of any of the offenses listed
in Section 226 of the Israeli Companies Law? (If you would like a list of currently and of the Israeli Companies Law? (If you would Iike a list of any of the offenses listed
in Section 226 of the Israeli Companies Law? (If you would like a list of such offen the would allo of the Israen Companies Law? (If you would like a July 19, 2019)
please contact the person named on the cover page of this Questionnaire.)

YEST

NO TX

lf yes, please describe below and attach supporting documentation, if any (if you have not
previously provided them to the Company):

[…]

ruer, (4) your employer, (5) any person to which you are directly or indivers, and the many of the triant of the ﺛﺎﻧﻴﺔ ne - - - Hilm ide pass, two years, tid or do (1) your relative*, (3) your business
or (4) your employer, (5) any person to which you are directly or indivedly submission
or b or (6) any entity of which you are a Controly shareshow or indivedly submitted
or business or professional wuld you are directly or indivedly submitted
or business or profess or business or write over for a grand one base are as anders of morteners subordinated
or business or professional for a operior lasserve as an officer on director als and of with, or have control over (i) the Company a martine basis), serve as a n officer of the contines in offices on ortfier of the contributions in officer of the computer of the a selative" the confor the past two years of the Controlling sharebolder of the Courselor of the Courselor
Company is, or during the Dast two years of the Controlling sharebo or clarly - thereof, (it) an entity in which the Company or the Company of the Company of
Company is, or during the past was a Combany of the Company's Chiling of t Company's Chairman of the Board, CEO or CFO or a S% sharbolder of the Company's

yes T જિ NO

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If the answer is "Yes," please describe fully below:

* For parposes of this question, the words "controlling" or "controlling" are used as defined under Israeli Igw,
meaning the ablily to direct the operations of a company, ex mailing the ability to direct the operations of a company of the before of being ander street lawy
such compary, which ability shall be presuned in cased a keep soft of the c

M. Do you have any reason to believe that any of your positions or affairs create, or are liable to create, any conflict of interest with your positions or affairs create, or are
constrain your ability to serve as a director of the Company of constrain your ability to serve as a director of the Company?

SES	NO	发
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If the answer is "Yes," please describe fully below:

K.

YES T 欢 no

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SIGNATURE PAGE

PLEASE CHECK TO MAKE CERTAIN YOU HAVE ANSWERED EVERY APPLICABLE QUESTION

I confirm that the foregoing answers are correctly stated, to the best of my knowledge, information and belief as of the date stated below, and I understand that the Company and its board of directors will rely upon this information in connection with requirements of applicable law. I undertake to notify the Company in writing immediately in the event of any changes in the foregoing answers. In the absence of such notice, the Company is to understand that the information appearing in this Questionnaire remains, to the best of my knowledge, accurate Questionnaire and for nextions than to the extent required by applicable law, this Questionnaire and/or portions thereof, may be open to inspection by the public.

Signature AUID KOSTMAN Print Name H/HK MA/1 Title of each position with the Company Date: Morch 2 , 2019

Excerpts from D&O Questionnaire of Rimon Ben-Shaul

VI TO BE COMPLETED BY ALL DIRECTORS

The following questions seck to ensure that you can serve (or continue to serve), as a
mitter of Tsraelt law, as a director mutter of Israeli law, as a director.

A. to fulfill your duties as a director of the Company, taking into account, among other thing, the particular needs and the size of the Company?

xes X

Are your skills as a director based on your education and professional B. experience described herein?

YES K

NO

If not, please specify the basis and attach supporting documentation, if any (if you have not
proviously provided them to the Company previously provided them to the Company):

C. Have you been declared by a court to be legally incompetent or bankrupt?

yes T

NO R

If yes, please describe below and attach supporting documentation, if any (if you have not
proviously provided them to the Counany); previously provided them to the Company):

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yes "

NO %

If yes, please describe below and attach supporting documentation, if any (if you have not
previously provided them to the Company; previously provided them to the Company):

[…]

Within the past two years, did or do (1) you, (2) your realive®, (3) your business
; (4) your employer, (5) any person to which you we dies the close of the L. partner, (4) your employer, (5) any person to which you are directly or indirectly subsities or (6) any entity of which you are a Controlling shareholder have an employment relationship
or (6) any entity of which you are a Controlling share an employment relationship or business or professional ties (even if on a one-time basis), serve as an officer or director with, or have control over (i) the Company, (ii) a Controlling shareholder of the Company or a relative® thereof, (iii) an entity in which the Company of the Company or the Company or Company is, or during the past two years was, a Controlling share of the Company's Chairman of the Board, CEO or CFO or a 5% shareholder of the Company?

YES F 17 NO

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M. Do you have any reason to believe that any of your positions or affairs create, or ace lible to create, any conflict of interest with your positions or affairs create, or acc
onstrain your ability to serve as a director of the Comments constrain your ability to serve as a director of the Company?

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If the answer is "Yes," please describe fully below:

K.

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SIGNATURE PAGE

PLEASE CHECK TO MAKE CERTAIN YOU HAVE ANSWERED EVERY APPLICABLE QUESTION

I confirm that the foregoing answers are correctly stated, to the best of my knowledge, information and belief as of the date stated below, and I understand that the Company and is, board of directors will rely upon this information in connection with requirements of applicable law. I undertake to notify the Company in writing immediately in the event of any capanges in the foregoing answers. In the absence of such notice, the Company is to understand that the information appearing in this Questionnaire remains, to the best of my knowledge, accurate and complete. I further understand that, to the extent required by applicable lawy, this Questionnaire and/or portions thereof, may be open to inspection by the public.

RS	ਸ
Signature

Print Name Title of each position with the Company

Date: 2-7.2. 2. 2019

Excerpts from D&O Questionnaire of Shuki Erlich

VI TO BE COMPLETED BY ALL DIRECTORS

The following questions seek to ensure that you can serve (or continue to serve), as a matter of Israeli law, as a director.

A. to fulfill your duces as a director of the Company, taking into account, anong other things, the particular needs and the size of the Company?

YES 以 ז הא

Are your skills as a director based on your education and professional a
escribed herein? B. experience described herein?

YES K

If not, please specify the basis and attach supporting documentation, if any (if you have not
proviously provided them to the Connemal previously provided them to the Company):

C. Fave you been declared by a court to be legally incompetent or bankrupt?

YES T

NO N

If yes, please describe below and attach supporting documentation, if any (if you have not
previously provided them to the Company. previously provided them to the Company 3

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D. in Section 226 of the Laraeli Campanies Law? (If you would like a list of such offenses, please contact the person named on the cover page of this Questionmaire.)

YES T

NO IX

If yes, please describe below and attach supporting documentation, if any (if you have not
previously provided them to the Campany previously provided them to the Company);

[…]

Within the past two years, did or do (1) your relative*, (3) your business to L. partner, (4) your employer, (5) any person to which you are directly or indirectly or indirectly subordinated or (6) any entity of which you are a Controlling shareholder have an employment relationship with or have control over (i) the Common dil a clasis), serve as an officer or director a relative" thereof. (ii) an entity in which the Company, (ii) a Controlling sharebolder of the Company or a relative* the confine the natity in which the Company or the Company of the Company of the Company is, or during the past two years was, a Controlling shareholder of the Company's Chairman of the Board, CEO or CFO or a 5% shareholder of the Company's

YES T 次 NO

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If the answer is "Yes," please describe fully below:

* For purposes of this world "tontroll" on "control" as vect as defind under lancer lanel law,
meaning the ability to dress of a compary corest solly by virtus of the of

M. Do you have any reason to believe that any of your positions or affairs create, or are liable to orcate, any conflict of interest with your position as a director of the Company of constrain your ability to serve as a director of the Company?

yes	ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ	NO

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If the answer is "Yes," please describe fully below:

K.

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SIGNATURE PAGE

PLEASE CHECK TO MAKE CERTAIN YOU HAVE ANSWERED EVERY APPLICABLE QUESTION

I confirm that the foregoing answers are correctly stated, to the best of my knowledge, information and belief as of the date stated below, and I understand that the Company and its board of directors will rely upon this information in connection with requirements of applicable faw. I undertake to notify the Company in writing immediately in the event of any changes in the foregoing answers. In the absence of such notice, the Company is to understand that the information appearing in this Questionnalise remains, to the best of my knowledge, accurate Onestionnaire and/or nortions that to the extent required by applicable law, this Questionnaire and/or portions thereof, may be open to inspection by the public.

Signature	Vohainun	Christ
Print Name	recton
	Title of each position with the Company

Date: Murch 10 . 2019

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Excerpts from D&O Questionnaire of Léo Apotheker

VI TO BE COMPLETED BY ALL DIRECTORS

The following questions seek to ensure that you can serve (or continue to serve), as a
matter of Israeli law, as a director, matter of Israeli law, as a director.

A. Do you have the requisite skills and the ability to devote the appropriate time to filfill your duties as a director of the Company, taking into account, among other things,
the particular needs and the Company, taking into account, among other things, the particular needs and the size of the Company?

YES K

. Are your skills as a director based on your education and professional B. experience described herein?

YES K No. 1

If not, please specify the basis and attach supporting documentation, if any (if you have not
previously provided them to the Company): previously provided them to the Company's

C.

YES T

If yes, please describe below and attach supporting documentation, if any (if you have not
previously provided them to the Company): previously provided them to the Company is

C Wers Asundan A . Windows Tempo lassCourter.OutlookMilliji977WB-G5-DO Q50511mairo Ibr MAGNA Filtog-424971.14 €1 DDCX D. in Section 226 of the Israeli Companies Law? (If you would like a list of such offenses, please contact the person named on the cover page of this Questionnaire.)

YES T

NO K

If yes, please describe below and attach supporting documentation, if any (if you have not
previously provided them to the Campervi previously provided them to the Company):

[…]

Within the past two years, did or do (1) you, (2) your relative", (3) your business and 】.. partner, (4) your employer, (5) any person to which your evalives, (3) your business
or (4) your employer, (5) any person to which you are directly or indirectly subordinated or (6) any entity of which you are a Controlling share directly or indirectly subordinated
or business or professional ties (even if on a are time best i with, or professional ties (even if on a one-time basis), serve as an officer or director a relative™ thereof, fiji) an enlity in which the Connection Shateholder of the Company or a relative" thereof, (ii) an eality in which the Company of the Company of the Company of the Company is, or during the past two years was, a Controlling sharboling shareholder of the Company's Chairman of the Board, CEO or CFO or a 5% shareholder of the Company's

YES T દિવ NO

C. Listers illanadizi ppDala Localidation its-DO Questionnaire fire MAGNA Filing-12407124 vi born If the answer is "Yes," please describe fully below:

* For purposes of this questions of annolling ou "control" ac used as defind under Innell law
maning the bliity to drest be ocupury, assems of a video of anier of alier of
s

M. Do you have any reason to believe that any of your possitions or arfairs create, or are constrain vour ability to serve as a director of the art of the Company of constrain your ability to serve as a director of the Company?

yes i	NO

ಹ

If the answer is "Yes," please describe fully below:

K.

yes ! ਕ NO

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SIGNATURE PAGE

PLEASE CHECK TO MAKE CERTAIN YOU HAVE ANSWERED EVERY APPLICABLE QUESTION

I confirm that the foregoing answers are correctly stated, to the best of my knowledge, information and belief as of the date stated below, and I understand that the Company and its board of directors will rely upon this information in connection with requirements of applicable law. I undertake to notify the Company in writing immediately in the event of any changes in the foregoing answers. In the absence of such notice, the Company is to understand that the information appearing in this Questionnaire remains, to the best of my knowledge, accurate and complete. I further understand that, to the extent required by applicable law, this Questionnaire and/or portions thereof, may be open-to inspection by the public.

Signature Léo Apotheker

Print Name

Title of each position with the Company

Date: 09 02, 2019

Excerpts from D&O Questionnaire of Joe Cowan

VA TO BE COMPLETED BY ALL DIRECTORS

The following questions seek to ensure that you can serve (or continue to serve), as a
matter of Israeli law, as a director matter of Israeli law, as a director.

A. to fulfill your duties as a director of the Company, taking into account, among other things,
the particular needs and the size of the Company, taking into account, among oth the particular needs and the size of the Company?

YES K

No l

Are your skills as a director based on your education and professional B. experience described herein?

YES K

If not, please specify the basis and attach supporting documentation, if any (if you have not
previously provided them to the Company previously provided them to the Company):

C.

YES T

NO K

If yos, please describe below and attach supporting documentation, if any (if you have not
previously provided them to the Company): previously provided them to the Company):

fonten Oulbuix ARJI97PWINGS-DO Questlineratore for MAQNA Filing-12497L24 vi 13UCX

D. Section 226 of the Jaragica I were you convicted of any of the offenses listed in Section 226 of the Israeli Companies Law? (If you would like a list of such offenses listed please contact the person named on the cover page of this Questionnaire,

YES

NO W

If yes, please describe below and attach supporting documentation, if any (if you have not
previously provided them to the Company); previously provided them to the Company):

[…]

Within the past two years, did or do (1) you, (2) your relative*, (3) your business and ੱਡ pattner, (4) your employer, (5) any person to which you are directly or indirectly subordinated or (6) any entity of which you are a Controlling share an employment relationship with, or have control over (i) the Commit on a one-time basis), serve as an officer or director with, or have control over (i) the Company, (i) a Controlling shareholder of the Company or a relative* thereof, (ii) an entity in which the Company or the Company of the Company of Company is, or during the past two years was, a Controlling shareholder of the Company's Chairman of the Board, CEO or CFO or a 5% shareholder of the Company's

YES 1 প্ৰ no

and Cause of the popular the con-יישורים איני אינטיקה העירוץ אינטער אינטער אין של של של של של של של של של של של של של של של של של של של של של של של של של של של של של של של של של של של של של של של של של של ש

If the auswer is "Yes," please describe fully below:

• For purposes of this question, the words "controlling" or "control" are used as defined under issteel i av, power or the right to appoint at least 50% of the directors or the CEO.

M. Do you have any conflict of interest with revear in affair create, or are liable to create, any conflict of interest with your positions or attans of the Company or constrain your ability to serve as a director of the Company?

YES	ﺎ	NO
-----	---	----

જ્ઞ

If the answer is "Yes," please describe fully below:

K.

YES T ਕਿ NO

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-3-

SIGNATURE PAGE

PLEASE CHECK TO MAKE CERTAIN YOU HAVE ANSWERED EVERY APPLICABLE QUESTION

I confirm that the foregoing answers are correctly stated, to the best of my knowledge, information and belief as of the date stated below, and I understand that the Company and its board of directors will rely upon this information in connection with requirements of applicable law. I undertake to notify the Company in writing immediately in the event of any changes in the foregoing answers. In the absence of such notice, the Company is to understand that the information appearing in this Questionnaire remains, to the best of my knowledge, accurate and complete. I further understand that, to the extent inspection by the sublic law, this Questionnaire and/or portions thereof, may be open to inspection by the public.

Signatu Print Name 1.VEC Title of each position with the Company

Date: , 2019

VII. TO BE COMPLETED BY ALL DIRECTORS

The following questions seek to ensure that you can serve (or continue to serve), as a matter of Israeli law, as a director.

A. Do you have the requisite skills and the ability to devote the appropriate time to fulfill your duties as a director of the Company, taking into account, among other things, the particular needs and the size of the Company?

VES 7

B. Are your skills as a director based on your education and professional experience described herein?

YES T

If not, please specify the basis and attach supporting documentation, if any (if you have not previously provided them to the Company):

C. Have you been declared by a court to be legally incompetent or bankrupt?

$$\mathbf{\color{red}{YEs}}\text{ |}$$

If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):

D. At any time during the past five years, were you convicted of any of the offenses listed in Section 226 of the Israel Companies Law? (If you would like a list of such offenses, please contact the person named on the cover page of this Questionnaire.)

ves

If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):

E. Has any regulatory authority (including an Administrative Enforcement Committee of the Israeli Securities Authority) issued an order that restricts your ability to serve as an officer or director?

If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):

The following questions seek to determine whether you are an "independent director" within the meaning of the rules of the Nasdaq Stock Market. For the purpose of this Section VII, the term "Company" includes any parent or consolidated subsidiary of the Company.

Questions M-N seek to determine whether you are an "independent director" as defined in the Israel Companies Law (disregarding any exemptions available to the Company), According to our Articles of Association, a majority of the members of the Board of Directors are required to satisfy this qualification.

Have you been employed by the Company in the current year or any of the F. past three (3) years?

If the answer is "Yes," please describe fully below the position and the employment period:

G. Have you or a family member* of yours accepted any compensation from the Company in excess of \$120,000 during any period of twelve consecutive months within the past three years, other than (i) compensation for board committee service, (ii) compensation paid to a family member* who is an employee, but not an executive officer*, of the Company, or (ii) benefits under a tax-qualified retirement plan or non-discretionary compensation?

$$\begin{array}{ccc} \mathsf{YES} & \ulcorner & \multicolumn{1}{c}{\mathsf{NO}} & \heartsuit \ \end{array}$$

If the answer is "Yes," please describe fully below:

H. Are you a family member* of an individual who is, or at any time during the past three years was, employed by the Company as an executive officer*?

If the answer is "Yes," please state below (for each relationship) the identity and position of such person and the nature of the relationship:

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I. shareholder or an executive officer* of, any organization to which the Company made, or from which the Company received, payments for property or services in the current year or any of whilen the Company 1000. You, most of the recipient's consolidated gross revenues for that the past three fiscal years that onebox 3 in the current year or in any of the past thee years, other year, of \$200,000, whicherer is more, arestments in the Company's securities; or (ii) payments under discretionary charitable contribution matching programs.

If the answer is "Yes," please describe the arrangement or understanding below:

Are you or is a family member* of yours employed as an executive officer* of J. another entity where, at any time during the past three years, any of the Company's executive officers* serve(d) on such entity's compensation committee?

If the answer is "Yes," please state below (for each relationship) the identity and position of such person and the nature of the relationship:

K. outside auditor or (ii) was a partner or employee of the Company's outside auditor who worked on the Company's audit at any time during the past three years?

If the answer is "Yes," please state below (for each relationship) the identity and position of such person and the nature of the relationship:

L. your ability to exercise independent judgment in carrying out your responsibilities as a director?

If the answer is "Yes," please describe fully below:

M. Within the past two years, did or do (1) you, (2) your relative *, (3) your business partner, (4) your employer, (5) any person to which you are directly or indirectly subordinated or (6) any entity of which you are a Controlling shareholder have an employment relationship or business or professional ties (even if on a one-time basis), serve as an officer or director with, or have control over (i) the Company, (ii) a Controlling shareholder of the Company or a relative* thereof, (iii) an entity in which the Company or the Controlling shareholder of the Company is, or during the past two years was, a Controlling shareholder or (iv) the Company's Chairman of the Board, CEO or CFO or a 5% shareholder of the Company?

If the answer is "Yes," please describe fully below:

* For purposes of this question, the words "controlling" or "control" are used as defined under Israeli law, meaning the ability to direct the operations of a company, except solely by virtue of being a director or officer of such company, which ability shall be presumed in case of a holding of at least 50% of such company's voting power or the right to appoint at least 50% of the directors or the CEO.

N. Do you have any reason to believe that any of your positions or affairs create, or are liable to create, any conflict of interest with your position as a director of the Company or constrain your ability to serve as a director of the Company?

If the answer is "Yes," please describe fully below:

..............................................................................................................................................................................

VIII. TO BE COMPLETED BY MEMBERS OF THE AUDIT AND COMPENSATION COMMITTEES

The following questions seek to determine whether you meet the additional requirements for members of the audit committee according to the rules of the Nasdag Stock Market and the requirements set forth in the Sarbanes-Oxley Act of 2002 and the Commission's rules promulgated thereunder (as well as certain requirements of the compensation committee). Questions E and F seek to determine whether you are an "audit committee financial expert" within the meanings of the Commission's rules or possess the requisite "financial sophistication" contemplated by the Nasdaq's rules. Questions I-K seek to determine whether you are eligible to be a member of the internal audit committee or the compensation committee under the Israel Companies Law. Question L seeks to determine whether you are eligible to be a member of the compensation committee under the Israel Companies Law, and needs to be answered by members of the compensation committee only.

A. Have you accepted, directly or indirectly* (see definition of "indirect acceptance"), any consulting, advisory or other compensatory fee from the Company, other than (i) compensation for board or board committee service or (ii) fixed amounts of

X.

Please be sure to answer Questions L and M under Section VI and Question K under Section VIII.

A. Jour knowledge, have you received any compensation, directly or in directly, in respect of your services as an external director of the Company, other than compensation (including indemnification and insurance and expense reimbursement) that is permitted under the Israel Companies Law and the regulations promulgated thereunder?

If yes, please specify:

:

B. Are you a director of a company one of whose outside/independent directors is a director of the Company?

yes a

ાં

NO

If yes, please specify:

C. Exchange?

yes (

24

SIGNATURE PAGE

PLEASE CHECK TO MAKE CERTAIN YOU HAVE ANSWERED EVERY APPLICABLE QUESTION

I confirm that the foregoing answers are correctly stated, to the best of my knowledge, information and belief as of the date stated below, and I understand that the Company and its board of directors will rely upon this information in connection with requirements of applicable law. I undertake to notify the Company in writing immediately in the event of any changes in the foregoing answers. In the absence of such notice, the Company is to understand that the information appearing in this Questionnaire remains, to the best of my knowledge, accurate and complete. I further understand that, to the extent required by applicable law, this Questionnaire and/or portions thereof, may be open to inspection by the public.

Signature
DAN FAL
Print Name DIRECTOR
Title of each position with the Company

Date: MAQCH 25, 2019

Excerpts from D&O questionnaire of Yocheved Dvir

VII. TO BE COMPLETED BY ALL DIRECTORS

The following questions seek to ensure that you can serve (or continue to serve), as a matter of Israeli law, as a director.

A. Do you have the requisite skills and the ability to devote the appropriate time to fulfill your duties as a director of the Company, taking into account, among other things, the particular needs and the size of the Company?

VES OF

B. Are your skills as a director based on your education and professional experience described herein?

YES T

If not, please specify the basis and attach supporting documentation, if any (if you have not previously provided them to the Company):

C. Have you been declared by a court to be legally incompetent or bankrupt?

YES W

If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):

D. At any time during the past five years, were you convicted of any of the offenses listed in Section 226 of the Israel Companies Law? (If you would like a list of such offenses, please contact the person named on the cover page of this Questionnaire.)

YES

If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):

E. Has any regulatory authority (including an Administrative Enforcement Committee of the Israeli Securities Authority) issued an order that restricts your ability to serve as an officer or director?

If yes, please describe below and attach supporting documentation, if any (if you have not previously provided them to the Company):

The following questions seek to determine whether you are an "independent director" within the meaning of the rules of the Nasdaq Stock Market. For the purpose of this Section VII, the term "Company" includes any parent or consolidated subsidiary of the Company.

Questions M-N seek to determine whether you are an "independent director" as defined in the Israel Companies Law (disregarding any exemptions available to the Company). According to our Articles of Association, a majority of the members of the Board of Directors are required to satisfy this qualification.

F. Have you been employed by the Company in the current year or any of the past three (3) years?

$$\begin{array}{ccc} \mathsf{g} & \mathsf{N} & & \ \end{array} \begin{array}{ccc} \mathsf{N} & & \ \end{array} \begin{array}{ccc} \mathsf{g} & & \ \end{array} \begin{array}{ccc} \mathsf{g} & & \ \end{array}$$

If the answer is "Yes," please describe fully below the position and the employment period:

G. Have you or a family member* of yours accepted any compensation from the Company in excess of \$120,000 during any period of twelve consecutive months within the past three years, other than (i) compensation for board committee service, (ii) compensation paid to a family member* who is an employee, but not an executive officer*, of the Company, or (iii) benefits under a tax-qualified retirement plan or non-discretionary compensation?

$$\begin{array}{ccc} \mathsf{y} \mathsf{ES} & & \mathsf{N} \ \end{array} \qquad \qquad \qquad \begin{array}{ccc} \mathsf{N} & & \mathsf{N} \ \end{array}$$

If the answer is "Yes," please describe fully below:

H. Are you a family member* of an individual who is, or at any time during the past three years was, employed by the Company as an executive officer*?

vec NO

If the answer is "Yes," please state below (for each relationship) the identity and position of such person and the nature of the relationship:

ા ર

I. shareholder or an executive officer* of, any organization to which the Company made, or from which the Company received, payments for property or services in the current year or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or \$200,000, whichever is more, in the current year or in any of the past three years, other than: (i) payments arising solely from investments in the Company's securities; or (ii) payments under discretionary charitable contribution matching programs.

If the answer is "Yes," please describe the arrangement or understanding below:

J. another entity where, at any time during the past three years, any of the Company's executive officers* serve(d) on such entity's compensation committee?

If the answer is "Yes," please state below (for each relationship) the identity and position of such person and the nature of the relationship:

ા ર

K. Jou or is a family member* of yours (i) a current partner of the Company's outside auditor or (ii) was a partner or employee of the Company's outside auditor who worked on the Company's audit at any time during the past three years?

If the answer is "Yes," please state below (for each relationship) the identity and position of such person and the nature of the relationship:

L. your ability to exercise independent judgment in carrying out your responsibilities as a director?

If the answer is "Yes," please describe fully below:

M. Within the past two years, did or do (1) you, (2) your relative *, (3) your business partner, (4) your employer, (5) any person to which you are directly or indirectly subordinated or (6) any entity of which you are a Controlling shareholder have an employment relationship or business or professional ties (even if on a one-time basis), serve as an officer or director with, or have control over (i) the Company, (ii) a Controlling shareholder of the Company or a relative* thereof, (iii) an entity in which the Company or the Controlling shareholder of the Company is, or during the past two years was, a Controlling shareholder or (iv) the Company's Chairman of the Board, CEO or CFO or a 5% shareholder of the Company?

If the answer is "Yes," please describe fully below:

* For purposes of this question, the words "controlling" or "control" are used as defined under Israeli law, meaning the ability to direct the operations of a company, except solely by virtue of being a director or officer of such company, which ability shall be presumed in case of a holding of at least 50% of such company's voting power or the right to appoint at least 50% of the directors or the CEO.

N. Do you have any reason to believe that any of your positions or affairs create, or are liable to create, any conflict of interest with your position as a director of the Company or constrain your ability to serve as a director of the Company?

If the answer is "Yes," please describe fully below:

VIII. TO BE COMPLETED BY MEMBERS OF THE AUDIT AND COMPENSATION COMMITTEES

The following questions seek to determine whether you meet the additional requirements for members of the audit committee according to the rules of the Nasday Stock Market and the requirements set forth in the Sarbanes-Oxley Act of 2002 and the Commission's rules promulgated thereunder (as well as certain requirements of the compensation committee). Questions E and F seek to determine whether you are an "audit committee financial expert" within the meanings of the Commission's rules or possess the requisite "financial sophistication" contemplated by the Nasdaq's rules. Questions I-K seek to determine whether you are eligible to be a member of the internal audit committee or the compensation committee under the Israel Companies Law. Question L seeks to determine whether you are eligible to be a member of the compensation committee under the Israel Companies Law, and needs to be answered by members of the compensation committee only.

A. Have you accepted, directly or indirectly* (see definition of "indirect acceptance"), any consulting, advisory or other compensatory fee from the Company, other than (i) compensation for board or board committee service or (ii) fixed amounts of

X.

Please be sure to answer Questions L and M under Section VI and Question K under Section VIII.

A. To your knowledge, have you received any compensation, directly or in directly, in respect of your services as an external director of the Company, other than compensation (including indemnification and insurance and expense reimbursement) that is permitted under the Israel Companies Law and the regulations promulgated thereunder?

If yes, please specify:

B. Are you a director of a company one of whose outside/independent directors is a director of the Company?

ves '

If yes, please specify:

C. Are you an employee of the Israel Securities Authority or the Tel Aviv Stock Exchange?

ves |

24

SIGNATURE PAGE

PLEASE CHECK TO MAKE CERTAIN YOU HAVE ANSWERED EVERY APPLICABLE QUESTION

I confirm that the foregoing answers are correctly stated, to the best of my knowledge, information and belief as of the date stated below, and I understand that the Company and its board of directors will rely upon this information in connection with requirements of applicable law. I undertake to notify the Company in writing immediately in the event of any changes in the foregoing answers. In the absence of such notice, the Company is to understand that the information appearing in this Questionnaire remains, to the best of my knowledge, accurate and complete. I further understand that, to the extent required by applicable law, this Questionnaire and/or portions thereof, may be open to inspection by the public.

Signature
Print Name
Title of each position with the Company
Date:	2019