The Proposed Transaction to be consummated in the form of a reverse triangular merger under the Israeli Companies Law, 1999 (ICL) and practice. In this context, Purchaser shall form a wholly owned subsidiary (SPV), which shall enter into a merger agreement with Taro, with the SPV merging with and into Taro and Taro surviving the merger transaction. Consequently, Taro shall become a wholly owned subsidiary of Purchaser and be de-listed from NYSE.