REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of the 21 day of August, 2011 (the "Effective
Date"), by and among Sapiens International Corporation N.V., a company incorporated under the laws of Curaçao, with
an address at Rabin Science Park, P.O. Box 4011, Nes Ziona 74140, Israel (the "Company"), and each of the shareholders of
the Company whose name and address is listed on Schedule 1 attached hereto (each, a "Holder" (as further defined
below) and collectively, the "Holders").


 


Recitals


 


Whereas
simultaneously herewith, the transactions contemplated by the Share Purchase Agreement by and among the Company, Sapiens Technologies
(1982) Ltd., IDIT I.D.I. Technologies Ltd. ("IDIT"), the Selling Shareholders of IDIT named therein, FIS Software Ltd. ("FIS"),
the Selling Shareholders of FIS named therein and Messrs. Amit Ben-Yehuda and Dani Goldstein as the Shareholders Representative,
dated as of July 21, 2011 (the "Share Purchase Agreement"), are being consummated;


 


Whereas,
the Company has agreed, in and subject to the terms and conditions set forth in the Share Purchase Agreement, to issue and sell
to the Holders Common Shares, €0.01 nominal value per share, of the Company (the "Common Shares");


 


Whereas,
the Company has agreed to provide to the Holders certain registration rights with respect the Common Shares issued to them pursuant
to the consummation of the transactions contemplated by the Share Purchase Agreement under the Securities Act (as defined below)
and applicable state securities laws;


 


Whereas,
the parties wish to set the terms and conditions of such registration rights;


 


Whereas,
the Recitals to this Agreement form an integral part of the agreements and understandings among the parties reflected herein.


 


Now,
Therefore, in consideration of the mutual agreements, covenants and other promises set forth herein, the mutual benefits
to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and accepted, the parties hereby agree as follows:


 


1.
Definitions. As used in this Agreement, the following capitalized terms
shall have the following respective meanings:


 


1.1.
"Common Shares" has the meaning set forth in the Recitals hereto.


 


1.2.
"Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.


 


1.3.
"Holder(s)" has the meaning set forth in the preamble to this Agreement and includes the successors and transferees thereof
(and the transferees of such persons), in each case, so long as such Holder (or successor or transferee thereof or such other transferee)
holds of record Registrable Securities.


 






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1.4.
"Original Registrable Securities" means the Registrable Securities outstanding on the date hereof, excluding any Registrable
Securities that cease to be Registrable Securities after the date hereof for any reason whatsoever.


 


1.5.
"Proceeding" means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative,
investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or
heard by or before, or otherwise involving, any court or other governmental authority or any arbitrator or arbitration panel.


 


1.6.
"Register," "registered," and "registration" refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement
or document.


 


1.7.
"Registrable Securities" means (i) the Common Shares issued to the Holders under the Share Purchase Agreement (including
Common Shares issued upon exercise of warrants issued to certain of the Holders under the Share Purchase Agreement), and (ii) any
and all Common Shares (or any series thereof) or other share capital of the Company (however designated), that are issued or issuable
with respect to the securities described in clause (i) after the date hereof by way of bonus shares, share split, share dividend,
recapitalization, merger, reclassification, consolidation, exchange or other reorganization or similar event or series of events;
in each case, until their effective registration under the Securities Act and their resale in accordance with the registration
statement in which such Registrable Securities are included.


 


1.8.
"Registration Expenses" means all expenses incident to the Company’s performance of or compliance with this Agreement,
including, without limitation, all registration, filing and listing fees, all fees and expenses of complying with securities or
Blue Sky laws, all fees and expenses of listing the Registrable Securities being registered on any securities exchange, all word
processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company
and the reasonable fees and disbursements of one counsel to the Holders and of its independent public accountants, including the
expenses of any special audits or "comfort" letters required by or incidental to such performance and compliance and any fees and
disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding underwriting discounts and commissions
and transfer taxes, if any, attributable to securities sold by the Holders of Registrable Securities, provided that, in any case
where Registration Expenses are not to be borne by the Company, such expenses shall not include salaries of Company personnel or
general overhead expenses of the Company, auditing fees, premiums or other expenses relating to liability insurance required by
underwriters of the Company or other expenses for the preparation of financial statements or other data normally prepared by the
Company in the ordinary course of its business or which the Company would have incurred in any event.


 


1.9.
"SEC" means the United States Securities and Exchange Commission.


 


1.10.
"Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder.


 


2.
Piggyback Registrations.


 


2.1.
Notice of Registration. Whenever the Company proposes to register any of its securities and the registration form to be
used is suitable for the registration of the Registrable Securities, the Company shall notify all Holders of Registrable Securities
in writing at least twenty (20) days prior to the filing of a registration statement under the Securities Act for purposes
of an offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings
of securities of the Company on behalf of any of its shareholders, but other than registrations relating solely to employee benefit
plans on Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to an SEC Rule 145
transaction on Form F-4 or similar forms that may be promulgated in the future) and will afford each such Holder requesting to
be included in such registration, in accordance with this Section ‎2.1, an opportunity to include in such registration statement
all or part of the Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement
all or any part of the Registrable Securities held by it shall, within fourteen (14) days after delivery of the above-described
notice by the Company, so notify the Company in writing, specifying the number of Registrable Securities requested to be included.
If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company,
such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration
statement or registration statements filed by the Company with respect to offerings of its securities (including registering securities
on behalf of its shareholders), all upon the terms and conditions set forth herein.


 






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2.2.
Underwritten Offering.


 


2.2.1.
If the registration statement under which the Company gives notice under this Section ‎2 is for an underwritten offering, the
Company shall so advise the Holders of Registrable Securities as part of its notice provided pursuant to Section ‎2.1. In such
event, the right of any such Holder to be included in a registration pursuant to this Section ‎2 shall be conditioned upon
such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting
to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall
enter into the underwriting agreement agreed upon between the Company and the underwriter or underwriters selected for such underwriting
by the Company. If any Holder disapproves of the terms of such underwriting agreement, such Holder may elect to withdraw therefrom
by written notice to the Company and the underwriter, delivered no later than two (2) business days after the date on which the
material terms of such underwriting are agreed upon and made known to the Holder in writing.


 


2.2.2.
Notwithstanding any other provision of this Agreement, if the underwriter determines that marketing factors require a limitation
of the number of shares (including Registrable Securities) to be underwritten, the number of shares that may be included in the
underwriting shall be reduced to such amount determined by the underwriters, to be allocated, first, to the Company; second, if
any, to the Holders pro-rata, based on the total number of Registrable Securities then held by the Holders requesting to be included
in such registration; and third, if any, to any shareholder of the Company (other than a Holder) pro-rata (subject to Section 2.2.3
below), based on the total number of Common Shares then held by such shareholder requesting to be included in such registration.


 


2.2.3.
Notwithstanding Section 2.2.2 above and subject to Section 8.2 below, in the event that (i) the number of Registrable Securities
that may be included by Holders in the underwritten offering shall be insufficient to permit the inclusion in such offering of
all Registrable Securities and (ii) Formula Systems (1985) Ltd. (“Formula”) participates in such underwritten
offering, the Registrable Securities which will be included in the underwritten offering (each, a "Participating Security"
and together, the "Participating Securities") shall be allocated among the Holders as follows: (1) the Participating Securities
of Formula (and any of its affiliates) shall be equal to 25% of the total Participating Securities (or such smaller amount if Formula
requests to include a smaller quantity of Registrable Securities), and (2) the remaining Participating Securities shall be allocated
among the other Holders that have elected to participate in the underwritten offering based on their pro rata shares of Registrable
Securities at such time.


 


2.2.4.
Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.


 


2.3.
Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by
it under this Section ‎2 prior to the effectiveness of such registration, whether or not any Holder has elected to include
Registrable Securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company.


 


 



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3.
Obligations of the Company. Whenever required to effect the
registration of any Registrable Securities, the Company shall, without limitation of any other provision herein, as expeditiously
as reasonably possible:


 


 


3.1.
Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable
best efforts to cause such registration statement to become effective, and keep such registration statement effective, subject
to the Company’s withdrawal rights under Section 2.3 above, until the earlier of (i) 180 days following the date such registration
was declared effective (or twelve (12) months in the case of registration on Form F-3) and (ii) the disposition of all Registrable
Securities included in such registration statement.


 


3.2.
Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement.


 


3.3.
Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements
of the Securities Act, and such other documents as they may reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities covered by such registration statement.


 


3.4.
Use its reasonable efforts to register and qualify the securities covered by such registration statement under such other securities
or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions.


 


3.5.
Use commercially reasonable efforts to list the Registrable Securities covered by such registration statement with any securities
exchange or quotation system on which the Common Shares of the Company are then listed or quoted.


 


3.6.
Provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration
statement.


 


3.7.
In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter(s) of such offering, on terms to be agreed between the Company and such managing
underwriter(s).


 


3.8.
Immediately notify each seller of Registrable Securities covered by such registration statement, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances then existing,
not misleading. The Company shall prepare and furnish to each such seller a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities,
such prospectus shall not include any untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances then existing, not misleading.


 


3.9.
Use its reasonable efforts to furnish, on the date that such Registrable Securities are delivered to the underwriters for sale,
if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the
Company addressed to the underwriters for the purposes of such registration, in form and substance as is customarily given to underwriters
in an underwritten public offering, and (ii) a letter, dated as of such date, from the independent certified public accountants
of the Company, addressed to the underwriters and to such seller, in form and substance as is customarily given by independent
certified public accountants in an underwritten public offering.


 


 



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3.10.
In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities
Act, and before filing any such registration statement or any other document in connection therewith, give the participating Holders
of Registrable Securities the opportunity to review any such registration statement, each prospectus included therein or filed
with the SEC, each amendment thereof or supplement thereto and any related underwriting agreement, or other document to be filed.


 


3.11.
Otherwise use commercially reasonable efforts to comply with the Securities Act, the Exchange Act and any other applicable rules
and regulations of the SEC, and make available to the Holders, as soon as reasonably practicable, an earnings statement covering
the period of at least 12 months after the effective date of such registration statement, which earnings statement shall satisfy
Section 11(a) of the Securities Act and any applicable regulations thereunder, including Rule 158.


 


4.
Expenses of Registration. All Registration Expenses incurred
in connection with any registration, qualification or compliance sought pursuant to Section 2 herein shall be borne and paid by
the Company, whether or not such registration is eventually completed, declared effective or withdrawn, while all other expenses
incurred in connection with any registration, qualification or compliance sought pursuant to Section 2 herein on behalf of the
Holders (including underwriting discounts and commissions and transfer taxes, if any, attributable to securities sold by the Holders
of Registrable Securities) shall be allocated among the Holders of Registrable Securities pro rata to the number of securities
registered by each of them, except that any expenses incurred to or by separate advisors to individual, or groups of, Holders,
including separate legal advisors (apart from the reasonable fees and expenses of one counsel to the Holders as a whole, which
are included within the definition of "Registration Expenses" and shall be borne and paid by the Company), shall be borne and paid
solely by the Holders retaining them. With respect to any expense described in this Section 4 which is required to be borne by
a Holder, each Holder shall make payment within 30 days of receipt of payment instructions from the Company, accompanied by the
relevant invoices or similar documentation. During the course of preparation of a registration for which expenses are to be borne
by the Holders, a Holder who is a representative nominated by the Holders participating in the registration may request at reasonable
intervals information from the Company with respect to the amount of expenses incurred until such time.


 


5.
Agreement to Furnish Information. Each Holder of Registrable Securities
shall furnish to the Company such relevant information regarding such Holder and the distribution proposed by such Holder as the
Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification
or compliance referred to in this Agreement.


 


6.
Indemnification. In the event any Registrable Securities are
included in a registration statement under Section 2:


 


6.1.
To the extent permitted by law, the Company will indemnify and hold harmless each Holder, its affiliates, the partners, officers,
directors and shareholders of each Holder and each person, if any, who controls such Holder within the meaning of the Securities
Act or the Exchange Act (collectively, the "Holder Indemnified Party"), against any losses, claims, damages, or liabilities
to which they are finally determined to be subject under the Securities Act, the Exchange Act or other federal or state law, insofar
as such losses, claims, damages or liabilities arise out of or are based upon any of the following statements, omissions or violations
(collectively a "Violation") by the Company: (i) any untrue statement of a material fact contained in such registration
statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto,
(ii) the omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not
misleading, or (iii) any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule
or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering
covered by such registration statement; and the Company will reimburse each such Holder Indemnified Party for any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action,
if it is judicially determined that there was such a Violation; provided however, that the indemnity agreement contained in this
Section 6.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement
is effected without the consent of the Company, which shall not be unreasonably withheld, delayed or conditioned (it being clarified
that the Company's refusal to consent to any settlement that does not include a full waiver of all claims against the Company shall
be deemed reasonable), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to
the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with information
furnished for use in connection with such registration by such Holder Indemnified Party.


 






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6.2.
To the extent permitted by law, each Holder will, if Registrable Securities held by such Holder are included in the securities
as to which such registration qualifications or compliance is being effected, indemnify and hold harmless the Company, each of
its directors, officers and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange
Act and any other Holder selling securities under such registration statement or any of such other Holder’s affiliates, partners,
directors officers or any person who controls such Holder within the meaning of the Securities Act or the Exchange Act (collectively,
"Company Indemnified Party"), against any losses, claims, damages or liabilities to which the Company Indemnified Party
is finally determined to be subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses,
claims, damages or liabilities arise out of or are based upon any Violation, in each case to the extent that such Violation occurs
in reliance upon and in conformity with information furnished by such Holder for use in connection with such registration; and
each such Holder will reimburse any legal or other expenses reasonably incurred by the Company Indemnified Party in connection
with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was
such a Violation; provided, however, that the indemnity agreement contained in this Section ‎6.2 shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the
Holder, which consent shall not be unreasonably withheld, delayed or conditioned (it being clarified that the Holder's refusal
to consent to any settlement that does not include a full waiver of all claims against the Company shall be deemed reasonable);
and provided further, that the liability of each Holder under this Section 6.2 with respect to any individual registration of the
sale of his, her or its Registrable Securities pursuant to Section 2 shall be limited to the net proceeds received by such Holder
from the sale of Registrable Securities pursuant to the registration statement effecting such registration.


 


6.3.
Promptly after receipt by an indemnified party under this Section 6 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under
this Section ‎6, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party
shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof; provided, however, that an indemnified party shall have the right to retain
its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by
the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to
the indemnifying party within a reasonable time of the commencement of any such action, shall, to the extent materially prejudicial
to its ability to defend such action, relieve such indemnifying party of its liability to the indemnified party under this Section
6.


 


6.4.
If the indemnification provided for in this Section 6 is held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying
such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the Violation(s)
that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault
of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission; provided, that no party will be liable for contribution with
respect to the settlement of any claim or action effected without its written consent.


 


 



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6.5.
Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in any underwriting
agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions
in such underwriting agreement shall prevail.


 


7.
Lock-Up Agreement.


 


7.1.
Each Holder hereby agrees that, if so requested by the representative of the underwriters in any underwritten offering of the Company
(the "Managing Underwriter") in which such Holder sells Registrable Securities pursuant to this Agreement, such Holder shall
not, subject to certain customary exceptions, without the prior consent of the Managing Underwriter (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or
warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Registrable Securities or any securities
of the Company (whether such shares or any such securities are then owned by the Holder, or are thereafter acquired) (including
without limitation, securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and
regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the
intention to make any offer, sale, pledge or disposition, (ii) enter into any swap or other agreement that transfers, in whole
or in part, any of the economic consequences of ownership of the Registrable Securities or such other securities of the Company,
whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Registrable Securities or such
other securities of the Company, in cash or otherwise or (iii) make any demand for or exercise any right with respect to the registration
of any Registrable Securities or such other securities of the Company or any security convertible into or exercisable or exchangeable
for securities of the Company, in each case, for a period of up to 180 days following the effective date of such registration statement,
as may be specified by the Managing Underwriter (the "Market Standoff Period").


 


7.2.
The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end
of such Market Standoff Period.


 


7.3.
The foregoing provisions of this Section ‎7 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting
agreement.


 


8.
Miscellaneous.


 


8.1.
Entire Agreement. This Agreement constitute the full and entire understanding and agreement between the parties with
regard to the subject matters hereof and supersede and replaces all prior negotiations, agreements and understandings of the parties
of any nature, whether oral or written, relating thereto, and any such previous agreement or understanding shall terminate and
be of no further force and effect. By executing this Agreement, each Holder acknowledges that subject to any rights any Holder
may have pursuant to the Share Purchase Agreement, as of the Effective Date, there are no disputes, claims, controversies or demands,
under any applicable law, made or ongoing on behalf of such Holder as a party adverse to the Company, arising from or in connection
with such Holder’s ownership of the Company’s Common Shares, in each case that would be reasonably expected to cause
any of the parties’ undertakings hereunder to be prohibited. Subject to any rights any Holder may have pursuant to the Share
Purchase Agreement, each Holder furthermore hereby waives any and all potential claims and demands against the Company with respect
to his, her or its ownership of the Company’s Common Shares held by the Holder prior to the date hereof, to the extent such
Holder holds any of the Company’s Common Shares. The Company confirms that, except as set forth in this Agreement, the Company
is not under any obligation to register any of its securities (or any securities which may be issued in the future) with the SEC
or any other securities regulatory agency or on any securities exchange.


 


 



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8.2.
Amendment; Termination; Limitations on Subsequent Registration Rights. Any provision of this Agreement may be amended and
the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively),
with the written consent of the Company and Holders who own 75% of the Registrable Securities then held by the Holders, and any
such amendment shall be binding upon all Holders. The provisions of this Agreement hereby replace and supersede in their entirety
any conflicting provision contained in any agreement or instrument to which any of the parties is a party with respect to the subject
matter hereof, and any such agreement or instrument is terminated and shall no longer have any force or effect. From and after
the date of this Agreement, the Company shall not, without the prior written consent of the Holders who own 75% of the Registrable
Securities then held by the Holders, enter into any agreement with any holder or prospective holder of any securities of the Company
that would allow such holder or prospective holder to have piggyback rights with respect to the inclusion of such securities in
any registration filed under Section 2 hereof, unless under the terms of such agreement, such piggyback rights of such holder or
prospective holder shall be granted on a pro rata and pari passu basis with the piggyback rights granted hereunder as applied to
the Holders (including Formula) at the time of the grant of such subsequent piggyback rights. The Registrable Securities of the
Holders and Formula that shall be included in such registration shall be allocated between the Holders and Formula as set in Section
2.2.3 hereinabove. It is hereby clarified that the Holders (including Formula) shall not be entitled to any other registration
rights granted to such subsequent holder in such agreement, including but not limited to demand rights.


 


8.3.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without
giving effect to principles of conflicts of laws that would require the application of the laws of any other jurisdiction.


 


8.4.
Jurisdiction. The parties hereto agree that any Proceeding seeking to enforce any provision of, or based on any matter arising
out of or in connection with, this Agreement shall be brought before the competent courts in Tel Aviv-Jaffa, Israel and each of
the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom)
in any such Proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter
have to the laying of the venue of any such Proceeding in any such court or that any such Proceeding brought in any such court
has been brought in an inconvenient forum. Process in any such Proceeding may be served on any party anywhere in the world, whether
within or outside the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process
to such party’s address set forth in Section 8.8 below shall be deemed effective service of process on such party.


 


8.5.
Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted
assigns, heirs, executors, and administrators of the parties hereto. For the avoidance of doubt, the registration rights of any
Holder under this Agreement (or any part thereof, as applicable) shall be assigned to any person or entity to whom such Holder
lawfully transfers its Registrable Securities then outstanding (or any part thereof, as applicable) in accordance with the terms
of this Agreement.


 


 


 



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8.6.
Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions
of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein.


 


8.7.
Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any Holder, upon any breach,
default or noncompliance of the Company under this Agreement shall impair any such right, power, or remedy, nor shall it be construed
to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of any similar breach, default or
noncompliance thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on any Holder’s part
of any breach, default or noncompliance under the Agreement or any waiver on such Holder’s part of any provisions or conditions
of this Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies,
either under this Agreement, by law, or otherwise afforded to Holders, shall be cumulative and not alternative.


 


8.8.
Formula. The parties hereby acknowledge and agree that Formula, which holds, as of immediately prior to the consummation
of the transactions contemplated by the Share Purchase Agreement, approximately 73% of the issue and outstanding Common Shares
of the Company, will be deemed a “Holder” hereunder and its Registered Securities shall include all Common Shares of
the Company held by Formula upon receipt of a registration notice in accordance with Section 2.1, and all other provisions set
forth herein shall apply to Formula, mutatis mutandis.


 


8.9.
Notices. All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (i) upon
personal delivery to the party to be notified, (ii) when sent by confirmed facsimile if sent during normal business hours of the
recipient; if not, then on the next business day, (iii) three (3) business days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (iv) two (2) business days after deposit with an internationally recognized
courier, specifying two day delivery, with written verification of receipt. All communications shall be sent to the party to be
notified at the address as set forth below or at such other address as such party may designate by ten (10) days advance written
notice to the other parties hereto.


 


8.10.
If to the Company: to the address set forth in the preamble to this Agreement or to facsimile number 972 – 8 - 9382730.


 


8.11.
If to a Holder: to the address or facsimile number set forth in Schedule 1 attached hereto.


 


8.12.
Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the
other party, it being understood that all parties need not sign the same counterpart and that signatures may be provided by facsimile
transmission or electronic mail.


 


8.13.
Questionnaire. Each Holder agrees to furnish to the Company a completed questionnaire in a customary form (a "Selling
Holder Questionnaire"). The Company shall not be required to include in a registration statement the Registrable Securities
of a Holder who fails to furnish to the Company a fully completed Selling Holder Questionnaire at least five (5) business days
prior to the date of the filing of a registration statement covering Registrable Securities pursuant hereto.


 


 


-
Signature page follows -


 



    	-9-



    	 



    




 


 


In
Witness Whereof, the parties have duly signed this Registration Rights Agreement as of the Effective Date.


 


The
Company:


 


 


 


	 
	Sapiens International Corporation N.V.
	Name:	 
	Title:	 


 


 


 



    	-10-



    	 



    




 


 


In
Witness Whereof, the parties have duly signed this Registration Rights Agreement as of the Effective Date.


 


The
Holders:


 


Formula
Systems (1985) Ltd.


 


 


	 


 


 



    	-11-



    	 



    




 


 


In
Witness Whereof, the parties have duly signed this Registration Rights Agreement as of the Effective Date.


 


The
Holders:


 


 


 


	 	 	 	 
	 	 	Eureka Ventures Partners I Ltd.	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Eyal Hakner	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Formula Ventures Ltd.	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Formula Vision Portfolio Holdings Limited Partnership	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Genesis Partners II (Israel) L.P.	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Genesis Partners II, L.D.C.	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Giza Alpinvest Venture Fund III, LLC.	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Giza Executive Venture Fund III, LLC.	 
	 	 	By:	 	 


 


 



    	-12-



    	 



    




 


 


	 	 	 	 
	 	 	Giza GE Venture Fund III, LLC.	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Giza Gmulot Venture Fund III Limited Partnership.	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Giza Venture Fund III Limited Partnership.	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 


 


	 	 	Mizrahi Tefahot Trust Company Ltd (in trust).	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Schwartz, Lerner, Duvshani Trustees (2003).	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Vintage Venture Partners (Israel) LP.	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Vintage Venture Partners (Parallel) LP.	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Vintage Venture Partners III (Cayman) LP.	 
	 	 	By:	 	 


 


 


 



    	-13-



    	 



    

 


 


	 	 	 	 
	 	 	Vintage Venture Partners III (Israel) LP.	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Vintage Venture Partners LP.	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Yehoshua Alon.	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Zeev Alon.	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Goodsmith Partners LLC.	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Formula Vision Technologies (F.V.T.) Ltd.	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	Fahn Kanne Trust Ltd. (trustee for Sagi Schlisser).	 
	 	 	By:	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	GoldRock Israel Growth, L.P.	 
	 	 	By:	 	 


 


 



    	-14-



    	 



    




 


 


Schedule
1


 


Schedule
of Holders


 


 


	name	Address	Telephone No	Facsimile No
	Formula Systems (1985) Ltd.	
        5 HaPlada St.

        Or Yehuda

        Israel, 60218
	03-5389487	03-5389645
	Eureka Ventures Partners I LTD.	
        Eureka Ventures

        5930-E Royal Lane, Suite 120

        Dallas, TX 75230
	214- 483-1575	214- 279-5528
	
        Eyal Hakner
	Hayarden 1, Airport City, Lod	972-52-2511204	
        972 -73- 260-8201

	
        Formula Ventures LTD.
	
        11 Galgalei Haplada

        P.O.Box 2062,

        Herzliya 46120, Israel
	972-54-4400200	972-9-9601800
	
        Formula Vision Portfolio Holdings Limited Partnership
	1 Hashikma St., Savion, 56530	972-3-7343100	972 - 3 – 7367770
	
        Genesis Partners II (Israel) L.P.
	
        Ackerstein Towers, Bldg B,

        11 HaMenofim St.

        Herzliya 46725, Israel
	972-9-972-9000	
        972-9-972-9001

	
        Genesis Partners II, L.D.C.
	
        Ackerstein Towers, Bldg B,

        11 HaMenofim St.

        Herzliya 46725, Israel
	972-9-972-9000	972-9-972-9001
	
        Giza Alpinvest Venture Fund III, LLC
	
        Ramat Aviv Tower, 12th Floor

        40 Einstein Street

        Tel Aviv 61175 ISRAEL
	972-54-5426065	972-3-6402319
	
        Giza Executive Venture Fund III, LLC
	
        Ramat Aviv Tower, 12th Floor

        40 Einstein Street

        Tel Aviv 61175 ISRAEL
	972-54-5426065	972-3-6402319
	
        Giza GE Venture Fund III, LLC
	
        Ramat Aviv Tower, 12th Floor

        40 Einstein Street

        Tel Aviv 61175 ISRAEL
	972-54-5426065	972-3-6402319
	
        Giza Gmulot Venture Fund III Limited Partnership
	
        Ramat Aviv Tower, 12th Floor

        40 Einstein Street

        Tel Aviv 61175 ISRAEL
	972-54-5426065	972-3-6402319
	
        Giza Venture Fund III Limited Partnership
	
        Ramat Aviv Tower, 12th Floor

        40 Einstein Street

        Tel Aviv 61175 ISRAEL
	972-54-5426065	972-3-6402319


 


 


 



    	-15-



    	 



    




 


 


 


	
        Mizrahi Tefahot Trust Company LTD.
	
        1st Azrieli Center (30th
        floor)

        Tel-Aviv 67021
	972-3-7779000	972-3-7779001
	
        Schwartz, Lerner, Duvshani Trustees (2003)
	
        HaBarzel 34, entrance A,

        2nd floor,

        Tel-Aviv, 69710
	972-54-4262614	972-3-6479215
	
        Vintage Venture Partners (Israel) L.P.
	12 Abba Eban Ave. Herzeliya 46120 Israel	972-9-9720452	972-9-9541012
	
        Vintage Venture Partners (Parallel) L.P.
	12 Abba Eban Ave. Herzeliya 46120 Israel	972-9-9720452	972-9-9541012
	
        Vintage Venture Partners III (Cayman) L.P.
	12 Abba Eban Ave. Herzeliya 46120 Israel	972-9-9720452	972-9-9541012
	
        Vintage Venture Partners III (Israel) L.P.
	12 Abba Eban Ave. Herzeliya 46120 Israel	972-9-9720452	972-9-9541012
	
        Vintage Venture Partners L.P.
	12 Abba Eban Ave. Herzeliya 46120 Israel	972-9-9720452	972-9-9541012
	
        Yehoshua Alon
	Hayarden 1, Airport City, Lod	972-73-2608202	
        972 (73) 260-8201

	
        Zeev Alon
	Hayarden 1, Airport City, Lod	972-73-2608202	
        972 (73) 260-8201

	
        Goodsmith Partners LLC
	
        The Millburn Corporation

        Millburn MCO Partners LP

        1270 Ave of the Americas, 11th floor

        New York, NY 10020
	212-332-7334	212-707-8579
	
        Formula Vision Technologies (F.V.T.) LTD.
	1 Hashikma St., Savion, 56530	972-3-7343100	972 - 3 – 7367770
	
        Fahn Kanne Trust LTD. (trustee for Sagi Schlisser)
	
        Levinstein Tower

        23 Menachem Begin Road

        24th floor

        Tel Aviv 66184

        P.O.Box 36172, 61361
	972-3-710-6666	972-3-710-6620
	
        GoldRock Israel Growth, L.P.
	
        16 Hatasiah Street

        Har Tuv "A" Industrial Zone, Israel
	972-72-222-1348	972-72-222-1345


 


 


 



    	-16-