May 15 2023

To: Perion Network Ltd. (the "Company")

Re: Declaration of Director Nominee in a Public Company Pursuant to the Companies Law, 5759-1999 (the "Law")

I, the undersigned, Michael Vorhaus , I.D./Passport No. [ 5304186] , a resident of USA ...
The same have a more and some of a second that I must state the truth and ha whose address is 6208Multolland Hoy, 14, CAUSA , after being warned that I must state the truth and that I will be subject to the punishment provided by law if I do not do so, declare and commit as follows:

1. I hereby give my consent to serve as a director of the Company, a public company incorporated in Israel, whose shares are traded on the Nasdaq.
1. I am aware of the requirements of the Law with respect to the appointment, service and termination of a director, and that this declaration shall be kept in the Company's registered office and shall be open for inspection of any person.
1. I declare, that I have the necessary skills and the ability to devote the appropriate amount of time in order to perform the role of director in the Company, as specified below.
1. I am qualified to serve as a director in the Company pursuant to the requirements of Sections 225 - 227 of the Law with regard to restrictions on the appointment of a minor, legally incompetent and restrictions due to prior convictions or administrative law enforcement committee decision, or bankruptcy. An unofficial translation of these Sections, as in effect as of the date of signing this deceleration, is attached hereto as Annex A and is integral part of this deceleration.
1. I am aware to the duty of notice, pursuant to Section 227A of the Law, and I undertake to fulfill it as necessary. An unofficial translation of these Sections, as in effect as of the date of signing this deceleration, is attached hereto as Annex A and is integral parts of this deceleration.
1. I have the following academic degrees (the degree, granting institution, date of granting):

June 1979		Wesleyan University	and in the year 1976
oradiated	. from university of

certified as

and a more and in the year ___________________________________________________________________________________________________________________________________________________

Documentation evidencing the aforesaid degrees has been transferred to the Company.

1. I have work experience as specified in my CV as appear in the proxy statement. The documentation evidencing these positions was transferred to the Company.
1. I hereby undertake to fulfill all the requirements provided by law for a director. I shall fulfill my duty in the best possible way and for the benefit of the Company. Should a concern arise that I will be aware of and/or that will be brought to my attention, pursuant to which I will no longer fulfill one or more of the requirements and/or the declarations set forth above, or should there be a concern that I have breached my fiduciary duty towards the Company (as defined under Section 254 of the Law), I shall notify the Company's chairman of the board immediately.
1. I am aware that my declaration herein, may be filed publicly prior to the annual general meeting which on its agenda is the nomination of the Company's directors and which shall serve the Company for considering whether I qualify to serve as a director of the Company.
1. This is my name, this is my signature and the facts stated above are true.

Michael Vorhaus

530418617 Michael Vorhaus

Name

I.D./Passport

Signature

15667/0/6421106v1

Annex A

Articles 224A, 225-227A of the Companies Law, 5759-1999

Qualification to Appoint		224A. to devote the appropriate time in order to perform duties of a director company having regard, inter alia, to the special needs and size of the company, will not be appointed as a director in a public company or in a private company which is a bond company nor shall he serve in such a company as a director.
Duty of Disclosure		225. (a) A person who is a candidate to hold office as a director shall to the person appointing him: disclose disclose (1) whether he has been convicted by a conclusive judgment of an offense referred to in section 226(a) and not yet passed the period in which he should not serve as a director under 226: section (2) whether he has been convicted by a conclusive judgment of an offense referred to in section 226(a1) and not yet passed the period set by the court under that subsection; (3) whether the Administrative Enforcement Committee imposed on him enforcement measure which prohibits him to serve as a director in any public company, and not yet passed the period set by the Administrative Enforcement Committee.
	(b)	In this section:
		"enforcement measure" - as stated in section 52NF to the Securities Law which imposed under chapter H4 to the Securities Law, under chapter G2 to the Investment Advice and Investment Portfolio Management Law, or under chapter J1 to the Joint Investment Trust Law, as applicable; "Administrative Enforcement Committee" - the committee
		appointed under section 52LB(a) to the Securities Law;
		"Conclusive judgment" - judgment of court of first instance.

Restriction on Appointment Due to Conviction

(a) A person convicted by a conclusive judgment regarding one of the following offenses shall not hold office as a Director in a public company unless five years have passed since the date on which the judgment by which he was convicted was given:

1) Offenses under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 5737-1977, and under sections 52C, 52D, 53(a) and 54 of the Securities Law;

2) A conviction by a court outside Israel for offenses of bribery, deceit, offenses by managers of a corporate body or offenses involving misuse of inside information;

3) (deleted)

(a1) A person convicted by a conclusive judgment, in offense that not mentioned in subsection (a), if the court determined that due to its nature, severity or circumstances he is not fit to serve as a director of public company for period that the court determined which shall not exceed five years from the judgment.
(b) The court may determine, at the date of the conviction or thereafter, on the application of a person interested in being appointed as a director, that despite his conviction of offenses as laid down in subsections (a), and taking into account, inter alia, the circumstances in which the offense took place, such person is not precluded from holding office as director of a public company or the period in which he is precluded from holding office as director of public company will be shorter than five years.
(c) The Minister may prescribe additional offenses to those laid down in subsection (a)(1).
(d) The court, or court of appeal if one submitted, may order a stay of execution regarding the limitations of the appointment or termination of office under this section at the date and in terms it deems fit.

Restriction on Appointment Due to Administrative Enforcement Committee Decision

Termination of Office

226A. Administrative Enforcement Committee has imposed on person enforcement measure that precluded him from holding office as director of a public company, that person shall not be appointed as a director of a company in which he is prohibited to serve as a director according to this measure;
1. (a) A minor, a legally incompetent, a person who has been declared bankrupt as long as such person remains undischarged, shall not be appointed as director, nor shall a corporation that has resolved to enter into voluntary liquidation or in respect of which a winding up order has been issued.
2. (b) A person nominated to hold office as director to whom the provisions of subsection (A) apply shall disclose such to the entity appointing him.

Duty of Notice office as a director under this Law or there is ground for expiration of his office as a director shall notify the company immediately, and his office shall expire on the date of the notice.

May15 . 2023