How to vote if you hold shares through TASE:
If you hold your NASDAQ shares, you can vote in four ways:
Online at www.proxyvote.com or scan the QR Barcode from your proxy card. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. You may also vote during the virtual meeting at www.virtualshareholdermeeting.com/LPSN2026SM.
By Phone at 1-800-690-6903. Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
By Mail: Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
If your shares are held through a broker or bank, follow the voting instructions your broker or bank sends you.
LivePerson stockholders who hold their shares through the Tel Aviv Stock Exchange (TASE) will receive a substantially equivalent cash amount to the per share value of shares of SoundHound common stock in exchange for their LivePerson shares.*
The consideration represented approximately $3.33 in value per LivePerson share as of announcement of the transaction on April 21, 2026, a premium of approximately 22% over the 30-day volume-weighted average price of LivePerson stock prior to such announcement.
The exact cash equivalent to number of SoundHound shares you receive will not be finalized until closing, because it depends on SoundHound's stock price near closing. This price is calculated using the 10-day volume-weighted average price ending three days prior to closing. This 10-day VWAP is subject to a "collar": if it is above $12.00 per share, $12.00 will be used, and if it is below $7.00 per share, $7.00 will be used. In addition, the aggregate consideration is subject to possible downward adjustment based on LivePerson's cash balance shortly before closing, as described in the proxy statement/prospectus.
The below calculator tool provides an estimate of the implied value of the per-share consideration to be received by LivePerson stockholders based on varying values of SoundHound’s 10-day VWAP.
*Stockholders who hold their shares through the TASE will receive cash instead of SoundHound shares, and the amount of such cash per share is expected to be substantially equivalent to the per share value of the SoundHound shares subject to an aggregate cap on the cash consideration payable to stockholders who hold their shares through the TASE of $7,500,000.
The transaction is the outcome of a comprehensive review of strategic alternatives with the objective of maximizing stockholder value.
Following this process, LivePerson's board of directors unanimously determined that the transaction is in the best interests of LivePerson and its stockholders and represents the best alternative for maximizing stockholder value, including compared to continuing as a standalone company.
The board also weighed the risks of continuing to operate independently, including LivePerson's significant debt burden, ongoing competitive pressures, and recent revenue declines.
As disclosed in the proxy/prospectus, and subject to the factors described therein, LivePerson’s secured noteholders have agreed to a significant discount to the approximately $350 million of principal amount of secured notes currently outstanding, plus applicable redemption or repurchase premia and accrued interest to which they would be otherwise contractually entitled. Absent these concessions, there would be no value available to distribute to LivePerson shareholders. Instead, common shareholders have the opportunity to convert distressed standalone equity into equity of a combined company with a healthy balance sheet, broader capabilities and enhanced scale.
The transaction is expected to close in the second half of 2026, subject to the satisfaction of closing conditions, including approval of the merger proposal by LivePerson stockholders at the special meeting.
If the transaction is not completed, LivePerson stockholders will not receive any consideration for their shares and will remain stockholders of LivePerson. LivePerson will continue as an independent public company listed on Nasdaq, and its management will continue to operate the business on a standalone basis.
However, as described in detail in the proxy statement/prospectus, failure to complete the transaction carries substantial risks to LivePerson and its stockholders, including:
Yes, if you owned LivePerson common stock as of the close of business on July 6, 2026, the record date for the special meeting. You can submit your vote now, please see the information below.
If you hold your shares through a member of the Tel Aviv Stock Exchange, the voting process is different from the process for other stockholders.
To vote, you must complete, sign, and date the proxy card and return it, together with an ownership certificate confirming that you owned your TASE shares on the July 6, 2026 record date, to LivePerson's Israeli counsel, Arnon, Tadmor-Levy, c/o Moshe Pasker, Azrieli Center (Square Tower), Tel Aviv, Israel, 6702101, or by email to MosheP@ArnonTL.com. Your materials must be received no later than 7:00 p.m. Israel time on September 1, 2026.
Ownership certificate should be received through your bank or broker.
Israeli banks: Leumi, Poalim, Discount, Benleumi, Mizrachi.
Common Brokers: IBI Brokerage, Excellence Trade, Meitav Trade, Altshuler Shacham, Interactive Israel.
The form of proxy card for TASE holders is available at www.magna.isa.gov.il and maya.tase.co.il.
You are entitled to one vote for each share of LivePerson common stock you held as of the July 6, 2026 record date.
You can submit your vote NOW. You do not need to wait until the special meeting on September 2. Please see question 7 for details.
The special meeting will be held on September 2, 2026 at 10:00 a.m. Eastern Time. Internet and telephone votes must be submitted by 11:59 p.m. Eastern Time on September 1, 2026 (the day before the meeting), and mailed proxy cards must be received before the meeting. You may also vote electronically during the meeting before the polls close.
TASE holders must deliver their proxy card and ownership certificate to LivePerson's Israeli counsel by 7:00 p.m. Israel time on September 1, 2026.
Regardless of method, LivePerson encourages stockholders to vote as soon as possible.
Yes. You can change your vote at any time before it is exercised at the special meeting by submitting a new vote by Internet or telephone at a later date, by signing and returning a later-dated proxy card, by sending a written notice of revocation to LivePerson, Inc., 530 Seventh Ave, Floor M1, New York, New York 10018, Attention: Corporate Secretary, or by attending and voting at the virtual special meeting.
If your shares are held through a broker, bank, or other nominee, contact them for instructions on how to change your vote.
If you hold shares through the Tel Aviv Stock Exchange, you must file a new signed proxy card with LivePerson's Israeli counsel, Arnon, Tadmor-Levy, no later than 7:00 p.m. Israel time on September 1, 2026.
Contact Gelbart Kahana Investor relations, Nir Zalik, nirz@gk-biz.com or 052-4004129