Exhibit 1
 
JOINT FILING AGREEMENT
 
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Perion Networks Ltd.; each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. In accordance with Rule 13d-1(k)(1), the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G and any amendments thereto with respect to the equity securities (as defined in Rule 13d-1(i)) of the Issuer, beneficially owned by each of them. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13G and any amendments thereto.

This agreement may be executed in any number of counterparts, each of which shall be deemed an original.
 
March 3, 2025

  Value Base Ltd.
     
 
/s/ Ido Nouberger
Name: Ido Nouberger
Title: CEO         
/s/ Victor Shamrich
Name: Victor Shamrich
Title: Chairman
     
 
/s/ Victor Shamrich
Victor Shamrich
  
 
 
 
/s/ Ido Nouberger
Ido Nouberger
  
 
 
 
Value Base Fund Management Ltd. for Value Base Fund General Partner Ltd., acting as the general partner to Value Base Fund Limited Partnership
 
 
/s/ Ido Nouberger*
Name: Ido Nouberger
Title: Director
/s/ Victor Shamrich*
Name: Victor Shamrich
Title: Director

* Signature authority provided in Exhibit 2 to this statement on Schedule 13G.

Exhibit 2
 
VALUE BASE FUND MANAGEMENT LTD.
 
(the “Company”)
 
UNANIMOUS WRITTEN RESOLUTION OF THE BOARD OF DIRECTORS OF THE COMPANY
 
September 27, 2023
 
The undersigned, comprising all the members of the Board of Directors of the Company, in lieu of meeting, pursuant to the Articles of Association of the Company and waiving any prior notice requirements, do hereby consent in writing as follows:
 
It is hereby RESOLVED THAT:
 

 1.
Any two of the following persons, Ido Nouberger, Victor Shamrich, Tal Yaacobi, acting jointly, are hereby authorized to:
 

 a.
execute for and on behalf of the Company, in the Company's capacity as a beneficial owner of securities, including in its capacity as the management company of Value Base Fund Limited Partnership (“VBF”) any by the powers granted to it by the General Partner of VBF, or otherwise: (i) Forms 3, 4 and 5 and any other forms required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder (a “Section 16 Form”), (ii) all forms and schedules in accordance with Section 13(d) of the Exchange Act and the rules thereunder, including all amendments thereto (a “Section 13 Schedule”), (iii) any joint filing agreement or similar agreement with respect to the filing of any of the Section 16 Forms or Section 13 Schedules in clauses (i) through (ii) above; and
 

 b.
perform any and all other acts which in his discretion are necessary or desirable for and on behalf of the Company in connection with the foregoing.
 
IN WITNESS WHEREOF, it has been resolved as of the date appearing above.
 
 
/s/ Ido Nouberger
Name: Ido Nouberger
Title: Director
/s/ Victor Shamrich
Name: Victor Shamrich
Title: Director
  

   
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