Under the terms of the Agreement, two current directors, Dr. Yael Margolin and Mr. Yoshinori Oikawa, who resigned from the Board will be replaced by Pure Capital Group nominees Dr. Adi Zuluf-Shani and Mr. Oz Adler. Promptly following execution, the Company will convene a general meeting of shareholders, to be held no later than forty-two (42) days following execution, to elect Dr. Zuluf-Shani and Mr. Adler as directors to the Board, to approve the Agreement, including the mutual waivers and releases and mutual non-disparagement covenants set forth therein, and, subject to such approval, to approve the election of two additional Pure Capital Group nominees, Mr. Itay Maroz and Mr. Shahar Zadok, in place of outgoing directors Mr. Dan Falk and Dr. Adrian Percy. Following shareholder approval, the reconstituted Board will comprise seven directors, including four nominated by the Pure Capital Group and three continuing directors (Mr. Ofer Haviv, Mr. Nir Nimrodi, and Mr. Leon Y. Recanati) who will serve during a transition period currently expected to be up to six months, unless otherwise agreed by the Board in consultation with the Pure Capital Group. Following that transition period, if any continuing director has not tendered his resignation from the Board, the Board may convene a general meeting of shareholders to remove that continuing director. In addition, the Pure Capital Group has agreed to formally withdraw its notice regarding the special tender offer and enter into a 60-day standstill period, during which the Company has also agreed to refrain from issuing shares or convertible securities, including through its at-the-market facility, other than issuances to employees in the ordinary course of business and in line with prior business practice.