Common use of Determination of Earnout Clause in Contracts

Determination of Earnout. Within forty-five (45) days after the end of each Earnout Measurement Period, Buyer shall prepare and deliver to the Representative a report (the “Earnout Report”) setting forth Buyer’s calculation of Revenue and the resulting Earnout Shares and Earnout Funds. If the Representative has any objections to the calculation of Revenue and the resulting Earnout Shares and Earnout Funds prepared by Buyer, then the Representative will deliver a detailed written statement (the “Earnout Objections Statement”) describing its objections to Buyer within thirty (30) days after delivery of the Earnout Report. If the Representative fails to deliver an Earnout Objections Statement within such thirty (30) day period, then the calculation of Revenue and the resulting Earnout Shares and Earnout Funds set forth in the Earnout Report shall become final and binding on all Parties. If the Representative delivers an Earnout Objections Statement within such thirty (30) day period, then the Representative and Buyer will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after the Representative has submitted the Earnout Objections Statement, any remaining matters which are in dispute will be resolved by the Accountants. The Accountants will prepare and deliver a written report to Buyer and the Representative and will submit a resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants’ determination of such unresolved disputes will be final and binding upon all Parties; provided, however, that no such determination shall be any more favorable to Buyer than is set forth in the Earnout Report or any more favorable to the Representative than is proposed in the Earnout Objections Statement. The costs, expenses and fees of the Accountants shall be borne by the Party whose calculation of the Earnout Shares and the Earnout Funds has the greatest difference from the final Earnout Shares and final Earnout Funds as determined by the Accountants under this Section 1.6; otherwise, such costs, fees and expenses shall be borne equally by Buyer, on the one hand, and the Representative (on behalf of the Seller Parties), on the other hand. Upon any Earnout Shares and Earnout Funds becoming final and binding in accordance with this Section 1.6, Buyer shall pay such Earnout Shares and Earnout Funds to the applicable Seller Parties in accordance with Section 1.3(h).

Determination of Earnout. Within forty-(i) With respect to the achievement of the Price Earnout Milestones, during the Earnout Period the Company’s Chief Financial Officer (the “CFO”) shall monitor on an ongoing basis the VWAP of the Company Ordinary Shares on the principal securities exchange or securities market on which the Company Ordinary Shares are then traded on each Trading Day during the Earnout Period, and as soon as practicable (and in any event within five (455) days Business Days) after the end applicable Price Earnout Milestone has been achieved, the CFO shall prepare and deliver to each of the Representative Parties a written statement of that fact accompanied by the relevant VWAP calculation (each, a “Price Earnout Statement”). Each Representative Party shall have five (5) Business Days after its receipt of a Price Earnout Statement to review it, and each Representative Party and its Representatives on its behalf may make inquiries to the CFO and related Company personnel and advisors regarding questions concerning or disagreements with the Price Earnout Statement arising in the course of their review thereof, and the Company shall cooperate in good faith in connection therewith. If either Representative Party has any objections to a Price Earnout Statement, such Representative Party shall deliver to the Company (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within five (5) Business Days following the date of delivery of each Price Earnout Measurement PeriodStatement, Buyer then such Representative Party shall have waived its right to contest such Price Earnout Statement and the calculation of the VWAP of the Company Ordinary Shares during the applicable portion of the Earnout Period (and whether a Price Earnout Milestone has been achieved) as set forth therein. If such written statement is delivered by a Representative Party within such five (5) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of five (5) Business Day thereafter. If the Representative Parties do not reach a final resolution within such five (5) Business Day period, then upon the written request of either Representative Party the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with Section 1.2(c). The Company shall issue a press release once the Price Earnout Milestone has been settled in accordance with the mechanism above, or earlier immediately following the reaching of a written agreement (or no objections) between the Company and the Representative Parties. The actual conversion of the Earnout Rights into Earnout Shares shall be made as soon as practicable in accordance with the then applicable rules of the TASE (to the extent that the Company is listed for trading on the TASE at such time) and subject to the terms set forth in Sections ‎1.2 (h)(i) and 1.2(h)(ii) below. (ii) As soon as practicable (but in any event within two (2) Business Days) after each date of filing with the SEC of the Company’s quarterly financial statements during the Earnout Period (if relevant, the results of the fourth quarter shall be extracted from the financial statements filed by the Company with the SEC with respect to the full fiscal year), the CFO will prepare and deliver to the Representative Parties, a report written statement (the each, a “Revenue Earnout Statement” and any of a Price Earnout Statement or a Revenue Earnout Statement, an “Earnout ReportStatement”) setting that sets forth Buyerthe CFO’s calculation determination in accordance with the terms of this Section 1.2 of the Gross Revenue for the applicable measurement period and whether any applicable Revenue Earnout Milestone has been satisfied for any four quarter (out of five consecutive quarter) period during the Earnout Period. Each Representative Party will have ten (10) calendar days after its receipt of a Revenue Earnout Statement to review it, and each Representative Party may make inquiries to the CFO and related personnel and advisors of the Company and its Subsidiaries regarding questions concerning or disagreements with the Revenue Earnout Statement arising in the course of their review thereof, and the resulting Earnout Shares Company and Earnout Fundsits Subsidiaries shall cooperate in good faith in connection therewith. If the either Representative Party has any objections to a Revenue Earnout Statement, such Representative Party shall deliver to the calculation CFO and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) calendar days following the date of delivery of such Revenue Earnout Statement, then such Representative Party will have waived its right to contest such Revenue Earnout Statement and the determination of the Gross Revenue and for such four quarter (out of five consecutive quarters) period (and whether the resulting Revenue Earnout Shares and Earnout Funds prepared by Buyer, then the Representative will deliver a detailed Milestone has been satisfied for such consecutive five quarter period) as set forth therein. If such written statement (the “Earnout Objections Statement”) describing its objections to Buyer within thirty (30) days after delivery of the Earnout Report. If the is delivered by a Representative fails to deliver an Earnout Objections Statement Party within such thirty ten (3010) day period, then the calculation of Revenue and the resulting Earnout Shares and Earnout Funds set forth in the Earnout Report shall become final and binding on all Parties. If the Representative delivers an Earnout Objections Statement within such thirty (30) calendar day period, then the Representative and Buyer will use commercially reasonable efforts Parties shall negotiate in good faith to resolve any such disputes, but if objections for a period of ten (10) calendar days thereafter. If the Representative Parties do not reach a final resolution is not obtained within thirty such ten (3010) days after calendar day period, then, upon the written request of either Representative Party, the Representative has submitted Parties will refer the Earnout Objections Statement, any remaining matters which are dispute to the Independent Expert for final resolution of the dispute in dispute will be resolved by the Accountantsaccordance with Section 1.2(c) below. The Accountants will prepare and deliver Company shall issue a press release once the applicable Revenue Earnout Milestone has been settled in accordance with the mechanism above, or earlier immediately following the reaching of a written report to Buyer agreement (or no objections) between the Company and the Representative and will submit a resolution Parties. The actual conversion of such unresolved disputes promptly, but the Earnout Rights into Earnout Shares shall be made as soon as practicable in any event within thirty accordance with the then applicable rules of the TASE (30) days after the dispute is submitted to the Accountants. The Accountants’ determination extent that the Company is listed for trading on the TASE at such time) and subject to the terms set forth in Sections ‎1.2 (h)(i) through 1.2(h)(ii) below. (iii) To the extent that at any time during the Earnout Period the Company Ordinary Shares shall only be listed for trading on TASE, then, for the purpose of such unresolved disputes will be final and binding upon all Parties; providedmaking the above determinations with respect to the occurrence of any Earnout Milestone, however, that no such determination the VWAP USD prices referenced in Section 1.2(a) shall be any more favorable deemed replaced with NIS equivalents based on the average USD:NIS exchange rate published by the Bank of Israel over the last fiscal quarter during which the Company Ordinary Shares had been trading on NASDAQ. (iv) For the avoidance of doubt, and notwithstanding anything to Buyer than the contrary herein, in the event that there is a dispute with respect to an Earnout Statement on the date on which the Earnout Period ends, then the end of the Earnout Period shall not affect the right of the Pre-Closing Company Shareholders to receive such Earnout Shares relating to the Earnout Statement in dispute, and if it is resolved in such dispute resolution in accordance with the terms of this Section 1.2 that the applicable Earnout Milestone has been achieved as set forth in the applicable Earnout Report or any more favorable Statement, the Pre-Closing Company Shareholders shall be entitled to receive the Representative than is proposed in the applicable Earnout Objections Statement. The costs, expenses and fees Shares irrespective of the Accountants shall be borne by the Party whose calculation lapse of the Earnout Shares and the Earnout Funds has the greatest difference from the final Earnout Shares and final Earnout Funds as determined by the Accountants under this Section 1.6; otherwise, such costs, fees and expenses shall be borne equally by Buyer, on the one hand, and the Representative (on behalf of the Seller Parties), on the other hand. Upon any Earnout Shares and Earnout Funds becoming final and binding in accordance with this Section 1.6, Buyer shall pay such Earnout Shares and Earnout Funds to the applicable Seller Parties in accordance with Section 1.3(h)Period.

Determination of Earnout. Within forty-(i) With respect to the achievement of the Price Earnout Milestones, during the Earnout Period the Company’s Chief Financial Officer (the “CFO”) shall monitor on an ongoing basis the VWAP of the Company Ordinary Shares on the principal securities exchange or securities market on which the Company Ordinary Shares are then traded on each Trading Day during the Earnout Period, and as soon as practicable (and in any event within five (455) days Business Days) after the end applicable Price Earnout Milestone has been achieved, the CFO shall prepare and deliver to each of the Representative Parties a written statement of that fact accompanied by the relevant VWAP calculation (each, a “Price Earnout Statement”). Each Representative Party shall have five (5) Business Days after its receipt of a Price Earnout Statement to review it, and each Representative Party and its Representatives on its behalf may make inquiries to the CFO and related Company personnel and advisors regarding questions concerning or disagreements with the Price Earnout Statement arising in the course of their review thereof, and the Company shall cooperate in good faith in connection therewith. If either Representative Party has any objections to a Price Earnout Statement, such Representative Party shall deliver to the Company (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within five (5) Business Days following the date of delivery of each Price Earnout Measurement PeriodStatement, Buyer then such Representative Party shall have waived its right to contest such Price Earnout Statement and the calculation of the VWAP of the Company Ordinary Shares during the applicable portion of the Earnout Period (and whether a Price Earnout Milestone has been achieved) as set forth therein. If such written statement is delivered by a Representative Party within such five (5) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of five (5) Business Day thereafter. If the Representative Parties do not reach a final resolution within such five (5) Business Day period, then upon the written request of either Representative Party the Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with Section 1.2(c). The Company shall issue a press release once the Price Earnout Milestone has been settled in accordance with the mechanism above, or earlier immediately following the reaching of a written agreement (or no objections) between the Company and the Representative Parties. The actual conversion of the Earnout Rights into Earnout Shares shall be made as soon as practicable in accordance with the then applicable rules of the TASE (to the extent that the Company is listed for trading on the TASE at such time) and in accordance with the terms set forth in Section 1.2(h) below. (ii) As soon as practicable (but in any event within two (2) Business Days) after each date of filing with the SEC of the Company’s quarterly financial statements during the Earnout Period (if relevant, the results of the fourth quarter shall be extracted from the financial statements filed by the Company with the SEC with respect to the full fiscal year), the CFO will prepare and deliver to the Representative Parties, a report written statement (the each, a “Revenue Earnout Statement” and any of a Price Earnout Statement or a Revenue Earnout Statement, an “Earnout ReportStatement”) setting that sets forth Buyerthe CFO’s calculation determination in accordance with the terms of this Section 1.2 of the Gross Revenue for the applicable measurement period and whether any applicable Revenue Earnout Milestone has been satisfied for the applicable fiscal quarter(s) specified in Section 1.2(a). Each Representative Party will have ten (10) calendar days after its receipt of a Revenue Earnout Statement to review it, and each Representative Party may make inquiries to the CFO and related personnel and advisors of the Company and its Subsidiaries regarding questions concerning or disagreements with the Revenue Earnout Statement arising in the course of their review thereof, and the resulting Earnout Shares Company and Earnout Fundsits Subsidiaries shall cooperate in good faith in connection therewith. If the either Representative Party has any objections to a Revenue Earnout Statement, such Representative Party shall deliver to the calculation CFO and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) calendar days following the date of delivery of such Revenue Earnout Statement, then such Representative Party will have waived its right to contest such Revenue Earnout Statement and the determination of the Gross Revenue and for such four quarter (out of five consecutive quarters) period (and whether the resulting Revenue Earnout Shares and Earnout Funds prepared by Buyer, then the Representative will deliver a detailed Milestone has been satisfied for such consecutive five quarter period) as set forth therein. If such written statement (the “Earnout Objections Statement”) describing its objections to Buyer within thirty (30) days after delivery of the Earnout Report. If the is delivered by a Representative fails to deliver an Earnout Objections Statement Party within such thirty ten (3010) day period, then the calculation of Revenue and the resulting Earnout Shares and Earnout Funds set forth in the Earnout Report shall become final and binding on all Parties. If the Representative delivers an Earnout Objections Statement within such thirty (30) calendar day period, then the Representative and Buyer will use commercially reasonable efforts Parties shall negotiate in good faith to resolve any such disputes, but if objections for a period of ten (10) calendar days thereafter. If the Representative Parties do not reach a final resolution is not obtained within thirty such ten (3010) days after calendar day period, then, upon the written request of either Representative Party, the Representative has submitted Parties will refer the Earnout Objections Statement, any remaining matters which are dispute to the Independent Expert for final resolution of the dispute in dispute will be resolved by the Accountantsaccordance with Section 1.2(c) below. The Accountants will prepare and deliver Company shall issue a press release once the applicable Revenue Earnout Milestone has been settled in accordance with the mechanism above, or earlier immediately following the reaching of a written report to Buyer agreement (or no objections) between the Company and the Representative and will submit a resolution Parties. The actual conversion of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted applicable Earnout Rights into Earnout Shares shall be made as soon as practicable following issuance by the Company of the press release with respect to the Accountantssettlement of the applicable Revenue Earnout Milestone. The Accountants’ determination All conversions of such unresolved disputes will be final and binding upon all Parties; provided, however, that no such determination Earnout Rights by Pre-Closing Company Shareholders shall be made in accordance with the then-applicable rules of the TASE and the “Nesher System” (to the extent that the Company is listed for trading on the TASE at such time) and otherwise in accordance with the rules of any more favorable stock exchange on which the Company’s shares are then traded (to Buyer than the extent applicable) and in accordance with the terms set forth in this Section 1.2. (iii) To the extent that at any time during the Earnout Period the Company Ordinary Shares shall only be listed for trading on TASE, then, for the purpose of making the above determinations with respect to the occurrence of any Earnout Milestone, the VWAP USD prices referenced in Section 1.2(a) shall be deemed replaced with NIS equivalents based on the average USD:NIS exchange rate published by the Bank of Israel over the last fiscal quarter during which the Company Ordinary Shares had been trading on NASDAQ. (iv) For the avoidance of doubt, and notwithstanding anything to the contrary herein, in the event that there is a dispute with respect to an Earnout Statement on the date on which the Earnout Period ends, then the end of the Earnout Period shall not affect the right of the Pre-Closing Company Shareholders to receive such Earnout Shares relating to the Earnout Statement in dispute, and if it is resolved in such dispute resolution in accordance with the terms of this Section 1.2 that the applicable Earnout Milestone has been achieved as set forth in the applicable Earnout Report or any more favorable Statement, the Pre-Closing Company Shareholders shall be entitled to receive the Representative than is proposed in the applicable Earnout Objections Statement. The costs, expenses and fees Shares irrespective of the Accountants shall be borne by the Party whose calculation lapse of the Earnout Shares and the Earnout Funds has the greatest difference from the final Earnout Shares and final Earnout Funds as determined by the Accountants under this Section 1.6; otherwise, such costs, fees and expenses shall be borne equally by Buyer, on the one hand, and the Representative (on behalf of the Seller Parties), on the other hand. Upon any Earnout Shares and Earnout Funds becoming final and binding in accordance with this Section 1.6, Buyer shall pay such Earnout Shares and Earnout Funds to the applicable Seller Parties in accordance with Section 1.3(h)Period.

Determination of Earnout. Within forty-five (45i) days With respect to the achievement of the Revenue Milestones or the EBITDA Milestones, as soon as practicable (but in any event within twenty (20) days) after the end of each Earnout Measurement Periodapplicable Filing Date for Pubco’s annual report for a given fiscal year, Buyer Pubco’s Chief Financial Officer (the “CFO”) shall prepare and deliver to the Seller Representative and the Pubco Board (each, a report (the “Earnout ReportReviewing Party”) setting a written statement (each, a “Revenue/EBITDA Earnout Statement”) that sets forth Buyerthe CFO’s calculation determination of Revenue the revenue and EBITDA of Pubco for such year and whether the resulting applicable revenue and EBITDA milestone has been satisfied for such year. Each Reviewing Party shall have twenty (20) days after its receipt of a Revenue/EBITDA Earnout Shares Statement to review it. The Reviewing Parties, and their respective Representatives on their behalves, may make inquiries of the CFO and related personnel and advisors of Pubco and its Subsidiaries regarding questions concerning or disagreements with the applicable Revenue/EBITDA Earnout FundsStatement arising in the course of their review thereof, and Pubco and its Subsidiaries shall provide reasonable cooperation in connection therewith. If the Representative either Reviewing Party has any objections to a Revenue/EBITDA Earnout Statement, such Reviewing Party shall deliver to Pubco (to the calculation attention of Revenue the CFO) and the resulting other Reviewing Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Reviewing Party within twenty (20) days following the date of delivery of each Revenue/EBITDA Earnout Shares Statement, then such Reviewing Party shall have waived its right to contest such Revenue/EBITDA Earnout Statement and Earnout Funds prepared the determination of the revenue and EBITDA for such year (and whether the Revenue Milestone and/or EBITDA Milestone, as applicable, has been satisfied for such year) as set forth therein. If such written statement is delivered by Buyera Reviewing Party within such twenty (20) day period, then the Reviewing Parties shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Reviewing Parties do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Reviewing Party, the Reviewing Parties shall refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.10(b)(iii). (ii) With respect to the achievement of any Commercial Milestone, within twenty (20) days after the date on which the Seller Representative will believes that Pubco or its Subsidiaries has achieved a Commercial Milestone, the Seller Representative shall deliver a detailed written statement to the Pubco Board (the “Commercial Earnout Objections Statement”, and together with any Revenue/EBITDA Earnout Statements, the “Earnout Statements”) describing that sets forth in reasonable detail the evidence supporting its belief that the applicable Commercial Milestone has been achieved during the Earnout Period, along with copies of any relevant supporting documentation. The Pubco Board shall have twenty (20) days after its receipt of the Commercial Earnout Statement to review it. The Pubco Board and its Representatives on its behalf may make inquiries of the Seller Representative and related personnel and advisors of Pubco and its Subsidiaries regarding questions concerning or disagreements with the Commercial Earnout Statement arising in the course of their review thereof, and the Seller Representative and Pubco and its Subsidiaries shall provide reasonable cooperation in connection therewith. If the Pubco Board objects to the Commercial Earnout Statement, it shall deliver to the Seller Representative a statement setting forth its objections thereto (in reasonable detail and with any supporting documentation). If such written statement is not delivered by the Pubco Board within twenty (20) days following the date of delivery of the Commercial Earnout Statement, then the Pubco Board shall have waived its right to Buyer contest the Commercial Earnout Statement and whether the applicable Commercial Milestone(s) has been achieved as set forth therein. If such written statement is delivered by the Pubco Board within such twenty (20) day period, then the Seller Representative and the Pubco Board shall negotiate in good faith to resolve any such objections for a period of twenty (20) days thereafter. If the Seller Representative and the Pubco Board do not reach a final resolution within such twenty (20) day period, then, upon the written request of either Reviewing Party, the Reviewing Parties shall refer the dispute to the Independent Expert for final resolution of the dispute in accordance with the procedures set forth in Section 1.10(b)(iii). (iii) If a dispute with respect an Earnout Statement is submitted in accordance with this Section 1.10 to the Independent Expert for final resolution, the Parties shall follow the procedures set forth in this Section 1.10(b)(iii). Each Reviewing Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Reviewing Party in connection with resolving any dispute hereunder before the Independent Expert, shall be borne by Xxxxx. The Independent Expert shall determine only those issues still in dispute as of the Independent Expert Notice Date and the Independent Expert’s determination shall be based solely upon and be consistent with the terms and conditions of this Agreement. Each Reviewing Party shall use its commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each such Reviewing Party shall be entitled, as part of its presentation, to respond to the presentation of the other Reviewing Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert shall be bound by the provisions of this Agreement, including this Section 1.10(b)(iii). It is the intent of the Parties that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). Each Reviewing Party shall request that the Independent Expert’s determination be made within thirty (30) days after delivery its engagement, or as soon thereafter as possible, shall be set forth in a written statement delivered to the Reviewing Parties and shall be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error). (iv) If there is a final determination in accordance with this Section 1.10 that the Company Holder Participants are entitled to receive any of the Earnout Report. If the Representative fails to deliver Shares for having achieved an Earnout Objections Statement within such thirty (30) day periodMilestone, then the calculation applicable portion of Revenue and the resulting Earnout Shares shall be due upon such final determination and Earnout Funds set forth in the Earnout Report Pubco shall become final and binding on all Parties. If the Representative delivers an Earnout Objections Statement within such thirty (30) day period, then the Representative and Buyer will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after the Representative has submitted the Earnout Objections Statement, any remaining matters which are in dispute will be resolved by the Accountants. The Accountants will prepare issue and deliver a written report such Earnout Shares to Buyer and the Representative and will submit a resolution of such unresolved disputes promptlyCompany Holder Participants as promptly as practicable, but in any event within thirty twenty (3020) days after the dispute is submitted to the Accountants. The Accountants’ determination days, thereafter, with each Company Holder Participant receiving its Company Holder Participant Pro Rata Share of such unresolved disputes will be final and binding upon all Parties; provided, however, that no such determination shall be any more favorable to Buyer than is set forth in the Earnout Report or any more favorable to the Representative than is proposed in the Earnout Objections Statement. The costs, expenses and fees of the Accountants shall be borne by the Party whose calculation of the Earnout Shares and the Earnout Funds has the greatest difference from the final Earnout Shares and final Earnout Funds as determined by the Accountants under this Section 1.6; otherwise, such costs, fees and expenses shall be borne equally by Buyer, on the one hand, and the Representative (on behalf of the Seller Parties), on the other hand. Upon any Earnout Shares and Earnout Funds becoming final and binding in accordance with this Section 1.6, Buyer shall pay such Earnout Shares and Earnout Funds (rounded to the applicable Seller Parties in accordance with Section 1.3(hnearest whole share).

Determination of Earnout. (i) Within forty-five ten (4510) days Business Days after each calendar quarter until a Milestone is reached in any Earnout Year, the end of each Earnout Measurement Period, Buyer shall CFO will prepare and deliver to the Representative Parties, a report written statement (the each, an “Earnout ReportStatement”) setting that sets forth Buyerthe CFO’s calculation determination in accordance with the terms of this Section 1.16 of the Gross Revenue for the Earnout Year-to-date, and whether the resulting applicable Earnout Shares Milestone has been reached during such Earnout Year-to-date. Each Representative Party will have twenty (20) days after its receipt of the Earnout Statement to review it, and each Representative Party and its Representatives on its behalf may make inquiries to the CFO and related personnel and advisors of Purchaser and its Subsidiaries regarding questions concerning or disagreements with the Earnout FundsStatement arising in the course of their review thereof, and Purchaser and its Subsidiaries shall provide reasonable cooperation in connection therewith. If the either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to the calculation of Revenue CFO and the resulting other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within twenty (20) days following the date of delivery of such Earnout Shares Statement, then such Representative Party will have waived its right to contest such Earnout Statement and the determination of the Gross Revenues for such Earnout Funds prepared Year (and whether an Earnout Milestone has been reached for such Earnout Year-to-date) as set forth therein. If such written statement is delivered by Buyera Representative Party within such twenty (20) day period, then the Reviewing Parties shall negotiate in good faith to resolve any such objections for a period of ten (10) Business Day thereafter. If the Reviewing Parties do not reach a final resolution within such ten (10) Business Day period, then, upon the written request of either Representative Party, the Reviewing Parties will deliver refer the dispute to the Independent Expert for final resolution of the dispute in accordance with Section 1.16(b)(ii) below. (ii) If a detailed written statement dispute with respect an Earnout Statement is submitted in accordance with this Section 1.16(b) to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.16(b)(ii). Each Reviewing Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Reviewing Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by Purchaser. The Independent Expert will determine only those issues still in dispute as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. Each Reviewing Party will use their commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each such Reviewing Party will be entitled, as part of its presentation, to respond to the presentation of the other Reviewing Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 1.16(b)(ii). It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). Each Reviewing Party will request that the “Earnout Objections Statement”) describing its objections to Buyer Independent Expert’s determination be made within thirty (30) days after delivery of the Earnout Report. If the Representative fails to deliver an Earnout Objections Statement within such thirty (30) day periodits engagement, then the calculation of Revenue and the resulting Earnout Shares and Earnout Funds or as soon thereafter as possible, will be set forth in a written statement delivered to the Earnout Report shall become final Reviewing Parties and will be final, conclusive, non-appealable and binding on for all Parties. If the Representative delivers an Earnout Objections Statement within such thirty purposes hereunder (30) day period, then the Representative and Buyer will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after the Representative has submitted the Earnout Objections Statement, any remaining matters which are in dispute will be resolved by the Accountants. The Accountants will prepare and deliver a written report to Buyer and the Representative and will submit a resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants’ determination of such unresolved disputes will be final and binding upon all Parties; provided, however, that no such determination shall be any more favorable to Buyer other than is set forth in the Earnout Report for fraud or any more favorable to the Representative than is proposed in the Earnout Objections Statement. The costs, expenses and fees of the Accountants shall be borne by the Party whose calculation of the Earnout Shares and the Earnout Funds has the greatest difference from the final Earnout Shares and final Earnout Funds as determined by the Accountants under this Section 1.6; otherwise, such costs, fees and expenses shall be borne equally by Buyer, on the one hand, and the Representative (on behalf of the Seller Parties), on the other hand. Upon any Earnout Shares and Earnout Funds becoming final and binding in accordance with this Section 1.6, Buyer shall pay such Earnout Shares and Earnout Funds to the applicable Seller Parties in accordance with Section 1.3(hmanifest error).

Determination of Earnout. Within forty-five No later than ten (4510) days after Business Days following the end issuance of each Earnout Measurement Periodthe opinion relating to the Purchaser’s audited financials for the fiscal year ending December 31, Buyer 2007 by the Purchaser’s independent auditors (the “Audit Firm”), the Purchaser shall prepare and deliver to the Shareholder Representative a report (the “Earnout Report”) setting forth Buyer’s calculation of Revenue and the resulting Earnout Shares and Earnout Funds. If the Representative has any objections to the calculation of Revenue and the resulting Earnout Shares and Earnout Funds prepared by Buyer, then the Representative will deliver a detailed written statement (the “Earnout Objections Statement”) describing its objections to Buyer within thirty setting forth (30x) days after delivery the computation of the 2007 Recognized Revenue and the Purchaser’s calculation of the Earnout ReportAmount, and (y) a summary of all material financial information used in making such computation. In the event that the Shareholder Representative disputes the Purchaser’s determination of the 2007 Recognized Revenue or the Purchaser’s calculation of the Earnout Amount, the Shareholder Representative shall notify the Purchaser in writing by 5:00 PM United States Mountain Time on the fifteenth (15) day following the receipt of the Earnout Statement of such dispute (such date, calculated without including the date of receipt of the Earnout Notice, the “Earnout Dispute Deadline” and such notice, the “Earnout Dispute Notice”), which Earnout Dispute Notice shall provide a reasonably detailed description of such dispute and the Shareholder Representative’s calculation of 2007 Recognized Revenue and the Earnout Amount. The Parties agree that any dispute regarding the Earnout Statement shall be resolved exclusively in the manner and pursuant to the procedures set forth in Section 6.5(e). If the Shareholder Representative fails to does not deliver an Earnout Objections Statement within such thirty (30) day periodDispute Notice on or before the Earnout Dispute Deadline, then the calculation of Revenue and the resulting Earnout Shares and Earnout Funds Amount set forth in the Earnout Report Statement shall become be deemed conclusive, final and binding on all Parties. If the parties hereto and none of the Shareholders or the Shareholder Representative delivers an Earnout Objections Statement within such thirty (30) day period, then the Representative and Buyer will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after the Representative has submitted the Earnout Objections Statement, any remaining matters which are in dispute will be resolved by the Accountants. The Accountants will prepare and deliver a written report permitted to Buyer and the Representative and will submit a resolution of dispute such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants’ determination of such unresolved disputes will be final and binding upon all Parties; provided, however, that no such determination shall be any more favorable to Buyer than is set forth in the Earnout Report or any more favorable to the Representative than is proposed in the Earnout Objections Statement. The costs, expenses and fees of the Accountants shall be borne by the Party whose calculation of the Earnout Shares and the Earnout Funds has the greatest difference from the final Earnout Shares and final Earnout Funds as determined by the Accountants under this Section 1.6; otherwise, such costs, fees and expenses shall be borne equally by Buyer, on the one hand, and the Representative (on behalf of the Seller Parties), on the other hand. Upon any Earnout Shares and Earnout Funds becoming final and binding in accordance with this Section 1.6, Buyer shall pay such Earnout Shares and Earnout Funds to the applicable Seller Parties in accordance with Section 1.3(h)amount.

Determination of Earnout. Within forty-five (45i) days Pubco’s Chief Financial Officer (the “CFO”) shall monitor the closing price of the Pubco Ordinary Shares on the Trading Market on each Trading Day during the Price Earnout Period, and as promptly as practicable (but in any event within ten (10) Business Days) after the end of (A) each calendar month during the Price Earnout Period and (B) each Price Measurement Period, Buyer the CFO will prepare and send to the Seller Representative and Pubco’s Board of Directors (each, a “Reviewing Party”), with a copy to the Escrow Agent and the CVR Rights Agent, a written statement (each, a “Price Earnout Statement”) that sets forth (i) the closing price of the Pubco Ordinary Shares on the Trading Market on each Trading Day during the prior sixty (60) Trading Days (or if lesser, such number of Trading Days since the Closing) as of such calendar month or Price Measurement Period then ended and (ii) whether a Price Earnout Milestone has been achieved during such sixty (60) Trading Day period. Each Reviewing Party will have twenty (20) days after its receipt of a Price Earnout Statement to review it, and each Reviewing Party and its Representatives on its behalf may make inquiries to the CFO and related personnel and advisors of Pubco and its Subsidiaries regarding questions concerning or disagreements with the Price Earnout Statement arising in the course of their review thereof, and Pubco and its Subsidiaries shall provide reasonable cooperation in connection therewith. If either Reviewing Party has any objections to a Price Earnout Statement, then it shall deliver to the CFO and the other Reviewing Party, along with a copy to the Escrow Agent and the CVR Rights Agent, a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Reviewing Party within twenty (20) days following the date of delivery of such Price Earnout Statement, then such Reviewing Party will have waived its right to contest such Price Earnout Statement and the calculation of the closing price of the Pubco Ordinary Shares on the Trading Market on each Trading Day during the applicable portion of the Price Earnout Period (and whether a Price Earnout Milestone has been achieved) as set forth therein. If such written statement is delivered by a Reviewing Party within such twenty (20) day period, then the Reviewing Parties shall negotiate in good faith to resolve any such objections for a period of ten (10) Business Day thereafter. If the Reviewing Parties do not reach a final resolution within such ten (10) Business Day period, then upon the written request of either Reviewing Party the Reviewing Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with Section 2.3(e)(iii) below. (ii) As soon as practicable (but in any event within ten (10) Business Days) after each Filing Date, the CFO will prepare and deliver to the Representative Reviewing Parties, with a report copy to the Escrow Agent and the CVR Rights Agent, a written statement (the each, a “Revenue Earnout Statement” and any of a Price Earnout Statement or a Revenue Earnout Statement, an “Earnout ReportStatement”) setting that sets forth Buyerthe CFO’s calculation determination in accordance with the terms of this Section 2.3 of the Gross Revenue for the Earnout Year then ended, the applicable RMB Exchange Rate Adjustment and whether the resulting applicable Revenue Earnout Shares Milestone has been satisfied for such Earnout Year. Each Reviewing Party will have twenty (20) days after its receipt of a Revenue Earnout Statement to review it, and each Reviewing Party and its Representatives on its behalf may make inquiries to the CFO and related personnel and advisors of Pubco and its Subsidiaries regarding questions concerning or disagreements with the Revenue Earnout FundsStatement arising in the course of their review thereof, and Pubco and its Subsidiaries shall provide reasonable cooperation in connection therewith. If the Representative either Reviewing Party has any objections to a Revenue Earnout Statement, such Reviewing Party shall deliver to the calculation CFO and the other Reviewing Party, along with a copy to the Escrow Agent and the CVR Rights Agent, a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Reviewing Party within twenty (20) days following the date of delivery of such Revenue Earnout Statement, then such Reviewing Party will have waived its right to contest such Revenue Earnout Statement and the determination of the Gross Revenue and RMB Exchange Rate Adjustment for such Earnout Year (and whether the resulting Revenue Earnout Shares and Milestone has been satisfied for such Earnout Funds prepared Year) as set forth therein. If such written statement is delivered by Buyera Reviewing Party within such twenty (20) day period, then the Representative Reviewing Parties shall negotiate in good faith to resolve any such objections for a period of ten (10) Business Day thereafter. If the Reviewing Parties do not reach a final resolution within such ten (10) Business Day period, then, upon the written request of either Reviewing Party, the Reviewing Parties will deliver refer the dispute to the Independent Expert for final resolution of the dispute in accordance with Section 2.3(e)(iii) below. (iii) If a detailed written statement dispute with respect an Earnout Statement is submitted in accordance with this Section 2.3(e) to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 2.3(e)(iii). Each Reviewing Party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all other out-of-pocket costs and expenses incurred by a Reviewing Party in connection with resolving any dispute hereunder before the Independent Expert, will be borne by Pxxxx. The Independent Expert will determine only those issues still in dispute as of the Independent Expert Notice Date and the Independent Expert’s determination will be based solely upon and consistent with the terms and conditions of this Agreement. Each Reviewing Party will use their commercially reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent Expert of the disputed items, and each such Reviewing Party will be entitled, as part of its presentation, to respond to the presentation of the other Reviewing Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert will be bound by the provisions of this Agreement, including this Section 2.3(e)(iii). It is the intent of the parties hereto that the activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures and discovery). Each Reviewing Party will request that the “Earnout Objections Statement”) describing its objections to Buyer Independent Expert’s determination be made within thirty (30) days after delivery of the Earnout Report. If the Representative fails to deliver an Earnout Objections Statement within such thirty (30) day periodits engagement, then the calculation of Revenue and the resulting Earnout Shares and Earnout Funds or as soon thereafter as possible, will be set forth in a written statement delivered to the Earnout Report shall become final Reviewing Parties and will be final, conclusive, non-appealable and binding on for all Parties. If the Representative delivers an Earnout Objections Statement within such thirty purposes hereunder (30) day period, then the Representative and Buyer will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after the Representative has submitted the Earnout Objections Statement, any remaining matters which are in dispute will be resolved by the Accountants. The Accountants will prepare and deliver a written report to Buyer and the Representative and will submit a resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Accountants. The Accountants’ determination of such unresolved disputes will be final and binding upon all Parties; provided, however, that no such determination shall be any more favorable to Buyer other than is set forth in the Earnout Report for fraud or any more favorable to the Representative than is proposed in the Earnout Objections Statement. The costs, expenses and fees of the Accountants shall be borne by the Party whose calculation of the Earnout Shares and the Earnout Funds has the greatest difference from the final Earnout Shares and final Earnout Funds as determined by the Accountants under this Section 1.6; otherwise, such costs, fees and expenses shall be borne equally by Buyer, on the one hand, and the Representative (on behalf of the Seller Parties), on the other hand. Upon any Earnout Shares and Earnout Funds becoming final and binding in accordance with this Section 1.6, Buyer shall pay such Earnout Shares and Earnout Funds to the applicable Seller Parties in accordance with Section 1.3(hmanifest error).

Determination of Earnout. Within forty-(i) With respect to the achievement of the Earnout Milestones, during the Earnout Period the Company’s Chief Financial Officer (the “CFO”) shall monitor on an ongoing basis the VWAP of the Company Ordinary Shares on the principal securities exchange or securities market on which the Company Ordinary Shares are then traded on each Trading Day during the Earnout Period, and as soon as practicable (and in any event within five (455) days Business Days) after the end of each applicable Earnout Measurement PeriodMilestone has been achieved, Buyer the CFO shall prepare and deliver to each of the Representative Parties a report written statement of that fact accompanied by the relevant VWAP calculation (the each, an “Earnout ReportStatement”). Each Representative Party shall have five (5) setting forth Buyer’s calculation Business Days after its receipt of Revenue an Earnout Statement to review it, and each Representative Party and its Representatives on its behalf may make inquiries to the CFO and related Company personnel and advisors regarding questions concerning or disagreements with such Earnout Statement arising in the course of their review thereof, and the resulting Earnout Shares and Earnout FundsCompany shall cooperate in good faith in connection therewith. If the either Representative Party has any objections to an Earnout Statement, such Representative Party shall deliver to the Company (to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail). If such written statement is not delivered by a Representative Party within five (5) Business Days following the date of delivery of each Earnout Statement, then such Representative Party shall have waived its right to contest such Earnout Statement and the calculation of Revenue and the resulting Earnout VWAP of the Company Ordinary Shares and Earnout Funds prepared by Buyer, then during the Representative will deliver a detailed written statement (the “Earnout Objections Statement”) describing its objections to Buyer within thirty (30) days after delivery applicable portion of the Earnout ReportPeriod (and whether an Earnout Milestone has been achieved) as set forth therein. If the such written statement is delivered by a Representative fails to deliver an Earnout Objections Statement Party within such thirty five (305) day period, then the calculation of Revenue and the resulting Earnout Shares and Earnout Funds set forth in the Earnout Report shall become final and binding on all Parties. If the Representative delivers an Earnout Objections Statement within such thirty (30) day Business Day period, then the Representative and Buyer will use commercially reasonable efforts Parties shall negotiate in good faith to resolve any such disputes, but if objections for a period of five (5) Business Day thereafter. If the Representative Parties do not reach a final resolution is not obtained within thirty such five (305) days after Business Day period, then upon the written request of either Representative Party the Representative has submitted Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with Section 1.2(c). The Company shall issue a press release once the Earnout Objections StatementMilestone has been settled in accordance with the mechanism above, any remaining matters which are in dispute will be resolved by or earlier immediately following the Accountants. The Accountants will prepare and deliver reaching of a written report to Buyer agreement (or no objections) between the Company and the Representative and will submit a resolution Parties. The actual conversion of such unresolved disputes promptly, but the Earnout Rights into Earnout Shares shall be made as soon as practicable in any event within thirty accordance with the then applicable rules of the TASE (30) days after the dispute is submitted to the Accountants. The Accountants’ determination extent that the Company is listed for trading on the TASE at such time) and in accordance with the terms set forth in Section ‎1.2 (h) below. (ii) [Reserved] (iii) To the extent that at any time during the Earnout Period the Company Ordinary Shares shall only be listed for trading on TASE, then, for the purpose of such unresolved disputes will be final and binding upon all Parties; providedmaking the above determinations with respect to the occurrence of any Earnout Milestone, however, that no such determination the VWAP USD prices referenced in Section 1.2(a) shall be any more favorable deemed replaced with NIS equivalents based on the average USD to Buyer than NIS exchange rate published by the Bank of Israel over the last fiscal quarter during which the Company Ordinary Shares had been trading on NASDAQ. (iv) For the avoidance of doubt, and notwithstanding anything to the contrary herein, in the event that there is a dispute with respect to an Earnout Statement on the date on which the Earnout Period ends, then the end of the Earnout Period shall not affect the right of the Pre-Closing Company Shareholders to receive such Earnout Shares relating to the Earnout Statement in dispute, and if it is resolved in such dispute resolution in accordance with the terms of this Section 1.2 that the applicable Earnout Milestone has been achieved as set forth in the applicable Earnout Report or any more favorable Statement, the Pre-Closing Company Shareholders shall be entitled to receive the Representative than is proposed in the applicable Earnout Objections Statement. The costs, expenses and fees Shares irrespective of the Accountants shall be borne by the Party whose calculation lapse of the Earnout Shares and the Earnout Funds has the greatest difference from the final Earnout Shares and final Earnout Funds as determined by the Accountants under this Section 1.6; otherwise, such costs, fees and expenses shall be borne equally by Buyer, on the one hand, and the Representative (on behalf of the Seller Parties), on the other hand. Upon any Earnout Shares and Earnout Funds becoming final and binding in accordance with this Section 1.6, Buyer shall pay such Earnout Shares and Earnout Funds to the applicable Seller Parties in accordance with Section 1.3(h)Period.