WIX.COM LTD. (THE “COMPANY”)
AMENDED AND RESTATED NOMINATING, GOVERNANCE AND ENVIRONMENTAL
COMMITTEE CHARTER
The Board of Directors (the “Board”) of the Company has constituted and established a Nominating,Governance and Environmental Committee (the “Committee”) with the authority, responsibility and specificduties as described in this Nominating, Governance and Environmental Committee Charter (this “Charter”).
It is hereby further clarified, that for as long as the Company has adopted the Companies Regulations(Relief for Companies Traded on a Stock Exchange Outside of Israel), 5760-2000 (“Relief Regulations”), any
requirements below from which the Company opted-out (relating to External Directors and committee
composition and participation) in accordance with the Relief Regulations, shall not apply.

I.

PurposeThe purposes of the Committee are to:(a)support and advise the Board in selecting individuals who are best able to fulfill theresponsibilities of a director of the Company; and(b)develop and recommend to the Board a set of corporate governance guidelines applicable to theCompany, including requirements applicable to all members of the Board of Directors and criteria for theselection of new members of the Board.
The purposes and provisions specified in this Charter are meant to serve as guidelines, and theCommittee is delegated the authority to adopt such additional procedures and standards as it deems necessary
from time to time to fulfill its responsibilities. Unless otherwise prescribed in this Charter, the rules andprocedures applicable to the operation of the Board shall apply to the operation of the Committee with any
necessary changes. Nothing herein is intended to expand applicable standards of liability under Israeli or U.S.
federal law for directors of a corporation.

II.

Membership
The Committee’s membership shall satisfy the following requirements:●The Committee shall have two or more members.

●The members of the Committee shall be “independent” (an “Independent Director”) (or be subject to anapplicable exception) as determined in accordance with the NASDAQ Stock Market Rules (the “NASDAQRules”).

●

One “external director” appointed under the Companies Law (an “External Director”) shall be a memberof the Committee.

Subject to applicable law (i) the Committee’s members shall be appointed by and serve at the discretionof the Board, (ii) members shall serve until their successors are duly designated and qualified, (iii) any memberof the Committee may be removed at any time, with or without cause, by a resolution of the Board, and (iv) any
vacancy on the Committee occurring for any cause whatsoever may be filled by a resolution of the Board.
The Committee’s Chairperson shall be designated by the Board. A majority of the members of theCommittee shall constitute a quorum for the transaction of business, and the act of a majority of those present
at any meeting at which there is a quorum shall be the act of the Committee.

III.

Meetings and Authority

The Committee shall meet as circumstances require. The chairperson of the Committee will preside ateach meeting of the Committee and, in consultation with the other members of the Committee then present,
shall determine the length of such meeting and the agenda of items to be addressed at such meeting. The
presence (in person or via telephone or other means of communication) of a majority of the members of theCommittee shall constitute a quorum for the transaction of business at a meeting of the Committee, and the actof a majority of those present at any meeting at which there is a quorum and who are entitled to vote on the1matter shall be the act of the Committee. The Committee may ask members of management or others to attend
meetings and provide pertinent information, as necessary.The Committee shall have the power, without Board
approval and at the Company’s expense, to retain and subsequently terminate outside counsel and other experts
and consultants to assist the Committee in connection with its responsibilities, and shall have the sole authority
to approve such firms’ fees and other retention terms.
Subject to applicable law, the Committee may delegate its authority to subcommittees established fromtime to time by the Committee. Such subcommittees shall consist of one or more members of the Committeeor the Board and shall report to the Committee.

IV.

Duties and Responsibilities

The Committee shall have the power and authority of the Board to perform the duties and to fulfill theresponsibilities detailed below. The Committee’s approval of any matter below shall not derogate from therequirements of the Israeli Companies Law 5759-1999 pursuant to which approval of the Board, the Company’saudit committee or shareholders is required for certain acts or transactions, and under such circumstances theCommittee’s approval shall constitute only a recommendation to any such body.
Nominating Matters

1.

Develop and make recommendations to the Board regarding criteria for selecting new directors.

2.

Conduct the appropriate and necessary inquiries into the backgrounds and qualifications of possible
candidates for director.

3.

Review and recommend to the Board nominees for election as directors of the Company, including
nominees recommended by shareholders of the Company, and consider the performance of incumbentdirectors whose terms are expiring in determining whether to nominate them to stand for reelection.

4.

Identify, evaluate and recommend to the Board nominees to fill any vacancies or newly createddirectorships.

5.

Recommend to the Board nominees who shall be appointed to serve on the committees of the Board subject
to applicable law.

6.

Establish procedures for, and administer annual performance evaluations of the Board, and its Committees
by their members, which will also include an annual performance review of this Committee by its members.

7.

Evaluate and recommend to the Board the termination of membership of individual directors for cause orother appropriate reasons (including, without limitation, as a result of changes in directors’ employment oremployment status).

Corporate Governance

8. Develop and recommend to the Board corporate governance guidelines for the Company satisfying therequirements of applicable law and any other applicable requirements.

9. Review and make recommendations to the Board regarding:a. Board member qualifications, composition and structure, including without limitation: the term ofoffice for directors; retirement policies for non-employee directors; the ratio of employee and nonemployee directors; the size of the Board; and the format and frequency of Board meetings;

b. the nature and duties of Board committees and qualifications of committee members, including
without limitation: evaluating the charters, duties and powers of Board committees; and the sizeand composition of the Board Committees; andc. other corporate governance matters as the Committee shall see fit.
10. Review and oversee the Company’s strategy, programs, and public disclosure regarding environmental,social and governance issues.
General211. Perform such other activities and functions as are required by applicable law, stock exchange rules orprovisions in the Company’s charter documents, or as are otherwise necessary and advisable, in its or theBoard’s discretion, for the efficient discharge of its duties.

V.

Reporting

The Committee will apprise the Board regularly of its decisions and recommendations and of significant
developments in the course of performing the above responsibilities and duties.

VI.

Review

The Committee shall from time-to-time review and assess the adequacy of this Charter (including thestructure, processes and membership requirements of the Committee) and recommend any proposed changes tothe Board for approval. In addition, the Committee shall annually review its own performance.

VII.

Minutes
The Committee will maintain written minutes of its meetings.
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Last amended: November 7, 2023

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