Common use of Payment Spreadsheet Clause in Contracts

Payment Spreadsheet. (a) Attached to this Agreement as Exhibit K is a payment spreadsheet (the “Payment Spreadsheet”) setting forth the following information: (i) The distribution to the Company Securityholders of the Closing Payment Fund and any amounts to be released to the Company Securityholders from the Escrow Fund or the Representative Expense Fund (if any), including each such Company Securityholder’s Pro Rata Share; (ii) With respect to each Company Shareholder, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, (B) the number, class and series of Company Shares held by such Person, (C) the respective certificate number(s) representing such shares, (D) the respective date(s) of acquisition of such Company Shares, (E) to the Knowledge of the Company, whether such Company Shareholder filed an election under Section 83(b) of the Code (H) the identification of any shares that were purchased upon exercise of share options that were exercised within 12 months prior to the Closing; and (iii) With respect to each holder of a Company Option, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, (B) the number of Company Shares underlying each Company Option held by such Person, (C) the respective exercise price per share of such Company Option, (D) the respective grant date(s) of such Company Option, (E) the respective vesting arrangement(s) with respect to any Unvested Company Options, (F) whether the holder of such Company Option is a Continuing Employee, (G) whether such Company Option is an incentive stock option or a non-qualified stock option (as applicable), and (H) with respect to any Option held by an Israeli employee, officer, director or consultant of the Company, a description of whether such Option was granted under Section 102 or Section 3(i) of the Israel Tax Ordinance and with respect to the Company 102 Options whether an election was made to treat such Option under the capital gain route or ordinary income route,; and (iv) With respect to each Company Warrantholder, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, (B) the number of Company Shares underlying each Company Warrant held by such Person, and (C) the respective exercise price per share of such Company Warrant, (D) the respective grant date(s) of such Company Warrant. (b) Each of the Company and the Contributing Securityholders acknowledges and agrees that the Paying Agent, Escrow Agent, Buyer and its agents shall be entitled to rely on the Payment Spreadsheet for purposes of making any payments hereunder. (c) The disclosures in the Payment Spreadsheet shall be deemed to be representations and warranties of the Company to Buyer hereunder made as of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement or otherwise, Buyer and, following the Closing, the Company, shall have no Liability to any Company Securityholder or any other Person in the event there are any inaccuracies contained in the Payment Spreadsheet. (d) As among the Company Securityholders only (and without limiting or modifying any of the Company’s or the Company Shareholders’ representations, warranties, covenants or agreements contained in this Agreement or any of Buyer’s rights (or otherwise imposing any obligation on Buyer not otherwise expressly stated in this Agreement), for the avoidance of doubt, for the sole purpose of determining the per Company Share consideration, as reflected in the Payment Spreadsheet, the aggregate exercise prices of all Company Vested Options is included and reflected in the allocation of the “Total Consideration” among the Company Securityholders, provided that such amount shall not be paid by Buyer.

Payment Spreadsheet. Not less than three (a3) Attached Business Days prior to this Agreement as Exhibit K is the Closing, the Company shall deliver to Parent a payment spreadsheet (the “Payment Spreadsheet”) setting forth as of the following informationClosing: (i) The distribution to the Company Securityholders calculation of the Closing Payment Fund and any amounts to be released to the Company Securityholders from the Escrow Fund or the Representative Expense Fund (if any)Total Consideration, including each such Company Securityholder’s Pro Rata Sharecomponent thereof (including each Total Consideration Deduction, the Total Preferred Stock Consideration, the Preferred Quotient, the Total Common Stock Consideration, the Common Quotient and the Total Stock Consideration); (ii) With the calculation of the Per Share Stock Consideration and Per Share Cash Consideration (including the calculation of the Per Preferred Share Consideration and the Per Common Share Consideration, in each instance in cash and in stock); (iii) the calculation of the Exchange Ratio; (iv) with respect to each Stockholder (including any holder of Company Shareholder, Restricted Stock): (A) the name and address of such Person’s address (if and as reflected in the Company’s records) holder, and, if available to available, the e-mail address of such holder, (B) whether such holder is a current or former employee of the Company, social security number, identification card number or tax identification number, as applicable, (BC) the number, class and series of shares of Company Shares Capital Stock held by such Person, (C) holder and the respective certificate number(s) representing such sharesnumbers, (D) the respective date(sconsideration that such holder is entitled to receive pursuant to Section 1.6(b)(i) of acquisition of such Company Shares(on a holder-by-holder basis and in the aggregate), (E) the Pro Rata Portion of such holder, (F) the amount of stock to be deposited into the Knowledge Escrow Fund and on behalf of such holder pursuant to this Agreement, (G) the net stock amounts to be issued to such holder in accordance with Section 1.6(b)(i) after deduction of the Company, whether such Company Shareholder filed an election under Section 83(bamounts referred to in clause (F) of (on a holder-by-holder basis and in the Code aggregate) and (H) the identification of any shares that were purchased upon exercise of share options that were exercised within 12 months prior to the Closing; andwhether such Stockholder will receive cash or stock; (iiiv) With with respect to each holder of Company Restricted Stock: (A) the grant date and (B) the vesting schedule (including all acceleration provisions) applicable to such Company Restricted Stock; (vi) with respect to each holder of a Company Option, : (A) such Person’s the name and address (if and as reflected in of the Company’s records) holder thereof, and, if available to available, the Company, social security number, identification card number or tax identification number, as applicablee-mail address of such holder, (B) whether such holder is an employee, consultant, director or officer of the number of Company Shares underlying each Company Option held by such Personor any Subsidiary, (C) the respective grant date and expiration date thereof, (D) whether such Company Option was granted pursuant to the Plan (and if so, which Plan), (E) the vesting schedule (including all acceleration provisions) applicable to such Company Option and the extent to which such Company Option is vested as of immediately prior to the Effective Time, (F) the exercise price per share and the number, class and series of shares of Company Capital Stock underlying such Company Option immediately prior to the Closing, (G) whether such holder is an Employee, Non-Employee Director, a Voluntary Terminating Employee, or Non-Continuing Employee (other than a Voluntary Terminating Employee), (it being understood that such information may be updated at any time prior to the Closing), (H) the number of shares of Parent Common Stock that will be subject to such Company Option following the Closing in accordance with Section 1.6(c), if applicable, (I) the exercise price per share of such Company OptionOption following the Closing in accordance with Section 1.6(c), if applicable, (DJ) the respective grant date(sconsideration that such holder is entitled to receive in accordance with Section 1.6(c) of such Company Option, and (E) the respective vesting arrangement(s) with respect to any Unvested Company Options, (F) whether the holder of such Company Option is a Continuing Employee, (GK) whether such Company Option is an incentive stock option holder will receive cash or a non-qualified stock option (as applicable), and (H) with respect to any Option held by an Israeli employee, officer, director or consultant of the Company, a description of whether such Option was granted under Section 102 or Section 3(i) of the Israel Tax Ordinance and with respect to the Company 102 Options whether an election was made to treat such Option under the capital gain route or ordinary income route,stock; and (ivvii) With in each instance with respect to each Company Warrantholder, clauses (Ai) through (vi) above such Person’s address (if calculations and as reflected amounts in the Company’s records) and, if available cash to the Company, social security number, identification card number extent any amounts are paid or tax identification number, as applicable, (B) the number of Company Shares underlying each Company Warrant held by such Person, and (C) the respective exercise price per share of such Company Warrant, (D) the respective grant date(s) of such Company Warrantpayable in cash. (b) Each of the Company and the Contributing Securityholders acknowledges and agrees that the Paying Agent, Escrow Agent, Buyer and its agents shall be entitled to rely on the Payment Spreadsheet for purposes of making any payments hereunder. (c) The disclosures in the Payment Spreadsheet shall be deemed to be representations and warranties of the Company to Buyer hereunder made as of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement or otherwise, Buyer and, following the Closing, the Company, shall have no Liability to any Company Securityholder or any other Person in the event there are any inaccuracies contained in the Payment Spreadsheet. (d) As among the Company Securityholders only (and without limiting or modifying any of the Company’s or the Company Shareholders’ representations, warranties, covenants or agreements contained in this Agreement or any of Buyer’s rights (or otherwise imposing any obligation on Buyer not otherwise expressly stated in this Agreement), for the avoidance of doubt, for the sole purpose of determining the per Company Share consideration, as reflected in the Payment Spreadsheet, the aggregate exercise prices of all Company Vested Options is included and reflected in the allocation of the “Total Consideration” among the Company Securityholders, provided that such amount shall not be paid by Buyer.

Payment Spreadsheet. At least two (a2) Attached Business Days prior to this Agreement as Exhibit K is the Closing Date, the Company shall deliver to Acquiror a payment spreadsheet spreadsheet, certified by the Company’s Chief Executive Officer, setting forth the following information, in a form and substance acceptable to Acquiror (acting reasonably) (the “Payment Spreadsheet”) setting forth (x) the amount of each of the Consideration Components and (y) the following information: (i) The distribution with respect to each Shareholder immediately prior to the Effective Time: (A) the name, address of record, e-mail address, and jurisdiction of Tax residence of such Shareholder (if available); (B) whether such Shareholder is a Withholding Securityholder or a Non-Withholding Securityholder; (C) the total number of all Company Shares held by such Shareholder; (D) on a certificate by certificate basis (or book-entry by book-entry basis, as applicable) the class and series of such Company Shares and the certificate number(s) for Company Share Certificates or other identifying numbers for Company Book-Entries evidencing such Company Shares; (E) the date of issuance of such Company Shares and the date of acquisition of such Company Shares by such Shareholder, and the consideration paid to the Company Securityholders for such issuance (on a per share and aggregate basis); (F) the identification of any Company Shares that were acquired through the exercise of an option, the date of grant of such option, and the date of exercise of such option; (G) the number of any such shares that are Dissenting Shares as of the Closing date of the Payment Fund Spreadsheet; (H) the aggregate amount of cash payable to such Shareholder in respect of such Company Shares pursuant to Section 1.3(b); and any amounts to be released to the Company Securityholders from (I) such Shareholder’s Pro Rata Portion of the Escrow Fund or the Representative and Expense Fund (if any), including each such Company Securityholder’s Pro Rata ShareFund; (ii) With with respect to each Company Shareholder, Optionholder immediately prior to the Effective Time: (A) the name, address of record, e-mail address, and jurisdiction of Tax residence of such Person’s address Optionholder (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, available); (B) whether such Optionholder is a Specified Optionee and whether such Optionholder is a non-employee to the number, class Company and series of Company Shares held by whether such Person, Optionholder is a Withholding Securityholder or a Non-Withholding Securityholder; (C) the respective certificate number(s) representing grant date and expiration date of each Company Option held by such shares, Optionholder prior to its cancellation; (D) the respective date(s) of acquisition of whether each such Company Shares, Option was granted pursuant to the Scheme; (E) the vesting schedule applicable to each Company Option held thereby and the Knowledge of the Company, whether extent to which each such Company Shareholder filed an election under Section 83(b) Option is vested and unvested as of the Code (H) the identification of any shares that were purchased upon exercise of share options that were exercised within 12 months immediately prior to the ClosingEffective Time; and (iiiF) With respect to each holder of a Company Option, (A) such Person’s address (if the exercise price per share and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, (B) the number of Company Shares underlying each Company Option held by such Person, (C) the respective exercise price per share of such Company Option, (D) the respective grant date(s) of such Company Option, (E) the respective vesting arrangement(s) with respect to any Unvested Company Options, (F) whether the holder of such Company Option is a Continuing Employee, immediately prior to the Effective Time; (G) whether the aggregate amount of cash payable to such Optionholder in respect of Vested Company Option is an incentive stock option or a non-qualified stock option (as applicableOptions pursuant to Section 1.3(e)(i), if any, or pursuant to the terms of any Transaction Bonus Agreement, if any, and the number of Acquiror Options that such Person is entitled to receive, if any, on account of all Unvested Company Options pursuant to Section 1.3(e)(ii), together with the vesting schedule of such Acquiror Options detailing number of shares vesting during each vesting period; and (H) with respect to any Option held by an Israeli employee, officer, director or consultant such Optionholder’s Pro Rata Portion of the Company, a description of whether such Option was granted under Section 102 or Section 3(i) of the Israel Tax Ordinance Escrow Fund and with respect to the Company 102 Options whether an election was made to treat such Option under the capital gain route or ordinary income route,Expense Fund (if applicable); and (iviii) With respect wire or other payment instructions for all cash amounts to each Company Warrantholderbe paid by Acquiror in accordance with this Agreement, (A) such Person’s address (if including any Third Party Expenses and as reflected in Closing Indebtedness that Acquiror is to pay, or cause to be paid, on the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, (B) the number of behalf in accordance with Section 2.3(d). The Company Shares underlying each Company Warrant held shall provide reasonably detailed back-up documentation and any additional information reasonably requested by such Person, and (C) the respective exercise price per share of such Company Warrant, (D) the respective grant date(s) of such Company Warrant. (b) Each Acquiror in support of the Company and the Contributing Securityholders acknowledges and agrees that the Paying Agent, Escrow Agent, Buyer and its agents shall be entitled to rely on the Payment Spreadsheet for purposes of making any payments hereunder. (c) The disclosures in the Payment Spreadsheet shall be deemed to be representations and warranties of the Company to Buyer hereunder made as of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement or otherwise, Buyer and, following the Closing, the Company, shall have no Liability to any Company Securityholder or any other Person in the event there are any inaccuracies contained information set forth in the Payment Spreadsheet. (d) As among the Company Securityholders only (and without limiting or modifying any of the Company’s or the Company Shareholders’ representations, warranties, covenants or agreements contained in this Agreement or any of Buyer’s rights (or otherwise imposing any obligation on Buyer not otherwise expressly stated in this Agreement), for the avoidance of doubt, for the sole purpose of determining the per Company Share consideration, as reflected in the Payment Spreadsheet, the aggregate exercise prices of all Company Vested Options is included and reflected in the allocation of the “Total Consideration” among the Company Securityholders, provided that such amount shall not be paid by Buyer.

Payment Spreadsheet. (a) Attached At least two (2) Business Days prior to this Agreement as Exhibit K is the scheduled Closing Date, the Company shall deliver a payment spreadsheet (the “Payment Spreadsheet”) in a form reasonably acceptable to Buyer and the Paying Agent, certified as complete and accurate by the Chief Executive Officer of the Company, setting forth the following information: (i) The distribution to the Company Securityholders calculation of the Closing Payment Fund and any amounts to be released to the Company Securityholders from the Escrow Fund or the Representative Expense Fund (if any)“Total Consideration”, including a separate line item for each such Company Securityholder’s Pro Rata Shareadjustment thereto in accordance with the definition of “Total Consideration” hereunder; (ii) A calculation of the “Per Option Consideration,” in accordance with the definition of “Per Option Consideration” hereunder; (iii) A calculation of the “Per Share Consideration,” in accordance with the definition of “Per Share Consideration” hereunder; (iv) With respect to each Company Shareholder, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number (or tax identification number, as applicable), (B) the number, class and series of Company Shares held by such Person, (C) the respective certificate number(s) representing such shares, (D) the respective date(s) of acquisition of such Company Sharesshares, (E) for shares acquired on or after January 1, 2011, such Person’s basis in such shares, (F) the cash portion of the Closing Payment Fund to be paid to such Company Shareholder at the Closing in respect of such shares, (G) the number of shares of Parent Common Stock from the Closing Payment Fund to be paid to such Company Shareholder at the Closing in respect of such shares, (H) such Company Shareholder’s Pro Rata Share of the Escrow Amount expressed as a percentage and a Dollar amount, (I) such Company Shareholder’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount, (J) any amount required to be withheld under Tax Laws, (K) the identification of any shares that were eligible for an election under Section 83(b) of the Code, including the date of issuance of such shares, and, to the Knowledge of the Company, whether such Company Shareholder filed an election under Section 83(b) of the Code was timely made, (HL) the identification of any shares that were purchased upon exercise of share stock options that were exercised within 12 months prior to the ClosingClosing and the ordinary income recapture amounts required to be reported to any Taxing Authority in connection therewith, (M) in respect of each Founder, the number of shares of Parent Common Stock to be paid to such Founder at the Closing and the number of such shares subject to such Founder’s Holdback Agreement, and (N) such other relevant information that Parent, Buyer or the Paying Agent may reasonably require, if practicable; and (iiiv) With respect to each holder of a Company Option or Promised Option, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number (or tax identification number, as applicable), (B) the number of Company Shares underlying each Company Option held by such Person, (C) the respective exercise price per share of such Company Option, (D) the respective grant date(s) of such Company Option, (E) the respective vesting arrangement(s) with respect to any Unvested Company Options or Unvested Promised Options, (F) whether the holder of such Company Option is a Continuing Employee, (G) whether such Company Option is an incentive stock option or a non-qualified stock option (as applicable), and (H) with respect to any Option held by an Israeli employee, officer, director or consultant of the Company, a description of whether such Option was granted under Section 102 or Section 3(i) of the Israel Tax Ordinance and with respect to the Company 102 Options whether an election was made to treat such Option under the capital gain route or ordinary income route,; and (iv) With respect to each Company Warrantholder, (AI) in the case of Vested Company Options or Vested Promised Options, the cash portion of the Closing Payment Fund to be paid to the holder at Closing, (J) any amounts required to be withheld under applicable Tax Laws, (K) such Personother relevant information that Buyer or the Paying Agent may reasonably require, (L) such Company Optionholder’s address Pro Rata Share of the Escrow Amount (if as applicable) expressed as a percentage and a Dollar amount, (M) such Company Optionholder’s Pro Rata Share of the Representative Expense Amount (as reflected in applicable) expressed as a percentage and a Dollar amount and (N) such other relevant information that Parent, Buyer or the Company’s records) andPaying Agent may reasonably require, if available to the Company, social security number, identification card number or tax identification number, as applicable, (B) the number of Company Shares underlying each Company Warrant held by such Person, and (C) the respective exercise price per share of such Company Warrant, (D) the respective grant date(s) of such Company Warrantpracticable. (b) Each of In the event that any information set forth in the Payment Spreadsheet becomes inaccurate at any time prior to the Closing, the Company shall deliver a revised Payment Spreadsheet, together with a new certification consistent with Section 8.14(a), whereupon such revised Payment Spreadsheet shall be deemed to be the “Payment Spreadsheet” for all purposes of and the Contributing Securityholders under this Agreement. (c) The Company acknowledges and agrees that the Paying Agent, Escrow Agent, Parent, Buyer and its agents shall be entitled to rely on the Payment Spreadsheet for purposes of making any payments hereunder. (c) The disclosures in the Payment Spreadsheet shall be deemed to be representations and warranties of the Company to Buyer hereunder made as of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement or otherwise, Buyer and, following the Closing, the Company, shall have no Liability to any Company Securityholder or any other Person in the event there are any inaccuracies contained in the Payment Spreadsheet. (d) As among the Company Securityholders only (and without limiting or modifying any of the Company’s or the Company Shareholders’ representations, warranties, covenants or agreements contained in this Agreement or any of Buyer’s rights (or otherwise imposing any obligation on Buyer not otherwise expressly stated in this Agreement), for the avoidance of doubt, for the sole purpose of determining the per Company Share consideration, as reflected in the Payment Spreadsheet, the aggregate exercise prices of all Company Vested Options is included and reflected in the allocation of the “Total Consideration” among the Company Securityholders, provided that such amount shall not be paid by Buyer.

Payment Spreadsheet. At least three (a3) Attached Business Days prior to this Agreement as Exhibit K is the Closing Date, the Company shall deliver a payment spreadsheet Payment Spreadsheet (the “Payment Spreadsheet”) ), in form reasonably acceptable to Parent, which Payment Spreadsheet shall be certified as complete and correct by the Chief Executive Officer, the Chief Financial Officer and/or the Chief Operating Officer of the Company for and on behalf of the Company as of the Closing, setting forth the following informationforth: (a) a calculation of (i) The distribution to the Company Securityholders of Aggregate Merger Consideration, the Closing Payment Fund Merger Consideration and any amounts to be released to the Company Securityholders from Per Share Closing Consideration, including, in each case, each component thereof, (ii) the Exchange Ratio and (iii) the Escrow Fund or the Representative Expense Fund (if any), including each such Company Securityholder’s Pro Rata ShareAmount; (iib) With respect for each holder of Company Common Stock (after giving effect to each the issuance of shares of Company ShareholderCommon Stock upon the full conversion of all shares of Company Preferred Stock and the full exercise of all Company Options (other than Cash-Out Options and Assumed Company Options) and any Company Warrants that are exercised prior to Closing and the full settlement of all Company RSUs (other than Assumed Company RSUs)) or Cash-Out Options, (Ai) such Personholder’s address (if on the books and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, (B) the number, class and series of Company Shares held by such Person, (C) the respective certificate number(s) representing such shares, (D) the respective date(s) of acquisition of such Company Shares, (E) to the Knowledge records of the Company, (ii) a denotation of whether such Company Shareholder filed holder is an election under Section 83(b) employee of the Code Company, (Hiii) if applicable, the identification aggregate number, and the class and series, of any all shares that were purchased upon exercise of share options that were exercised within 12 months Company Common Stock held by such holder (including the respective certificate numbers) as of immediately prior to the ClosingEffective Time, (iv) the date of acquisition of all such shares of Company Common Stock and such holder’s cost basis therein; (v) a denotation of whether any such shares of Company Common Stock constitute Unvested Company Common Stock, (vi) the aggregate Per Share Closing Consideration to be paid to such holder in cash in respect of all such holder’s shares of Company Common Stock and Cash-Out Options (other than Unvested Company Common Stock), (vii) if applicable, the aggregate number of shares of Company Common Stock issuable upon the exercise of such holder’s Cash-Out Options, (viii) if applicable, the per share exercise price of each of such holder’s Cash-Out Options, (ix) the aggregate number of shares of Parent Common Stock to be issued to such holder in exchange for all such holder’s shares of Unvested Company Common Stock, (x) such holder’s Pro Rata Portion of the Escrow Fund, and (xi) such other information relevant thereto as Parent may reasonably request; and (iiic) With respect to for each holder of a Assumed Company Option, (Ai) the address of the holder of such Person’s address (if Assumed Company Option on the books and as reflected in the Company’s records) and, if available to records of the Company, social security number, identification card number or tax identification number, as applicable, (Bii) the aggregate number of Company Shares underlying each Company Option held by such Person, (C) shares of Parent Common Stock issuable upon the respective exercise price per share of such Assumed Company Option, (Diii) the respective grant date(s) per share exercise price of such Assumed Company Option, and (Eiv) such other information relevant thereto as Parent may reasonably request; and (d) for each Assumed Company RSU, (i) the respective vesting arrangement(s) with respect to any Unvested Company Options, (F) whether address of the holder of such Assumed Company Option is a Continuing Employee, (G) whether such Company Option is an incentive stock option or a non-qualified stock option (as applicable), RSU on the books and (H) with respect to any Option held by an Israeli employee, officer, director or consultant records of the Company, a description of whether such Option was granted under Section 102 or Section 3(i) of the Israel Tax Ordinance and with respect to the Company 102 Options whether an election was made to treat such Option under the capital gain route or ordinary income route,; and (iv) With respect to each Company Warrantholder, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, (Bii) the aggregate number of shares of Parent Common Stock issuable upon the settlement of such Assumed Company Shares underlying each Company Warrant held by such PersonRSU, and (Ciii) the respective exercise price per share of such Company Warrant, (D) the respective grant date(s) of such Company Warrantother information relevant thereto as Parent may reasonably request. (b) Each of the Company and the Contributing Securityholders acknowledges and agrees that the Paying Agent, Escrow Agent, Buyer and its agents shall be entitled to rely on the Payment Spreadsheet for purposes of making any payments hereunder. (c) The disclosures in the Payment Spreadsheet shall be deemed to be representations and warranties of the Company to Buyer hereunder made as of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement or otherwise, Buyer and, following the Closing, the Company, shall have no Liability to any Company Securityholder or any other Person in the event there are any inaccuracies contained in the Payment Spreadsheet. (d) As among the Company Securityholders only (and without limiting or modifying any of the Company’s or the Company Shareholders’ representations, warranties, covenants or agreements contained in this Agreement or any of Buyer’s rights (or otherwise imposing any obligation on Buyer not otherwise expressly stated in this Agreement), for the avoidance of doubt, for the sole purpose of determining the per Company Share consideration, as reflected in the Payment Spreadsheet, the aggregate exercise prices of all Company Vested Options is included and reflected in the allocation of the “Total Consideration” among the Company Securityholders, provided that such amount shall not be paid by Buyer.

Payment Spreadsheet. At least three (a3) Attached Business Days prior to this Agreement the Closing Date (except as Exhibit K is specifically provided in Section 2.3(c)(ii)(I)), the Company shall deliver to Parent a payment spreadsheet spreadsheet, certified by the Company’s Chief Executive Officer and Vice President Finance of the Company, setting forth the following information, in form and substance satisfactory to Parent and accompanied by documentation satisfactory to Parent in support of the information set forth therein (the “Payment Spreadsheet”) setting forth the following information:): (i) The distribution to the Company Securityholders of the Closing Payment Fund and any amounts to be released to the Company Securityholders from the Escrow Fund or the Representative Expense Fund (if any), including each such Company Securityholder’s Pro Rata Share; (ii) With with respect to each Company Shareholder, Stockholder immediately prior to the First Effective Time: (A) such Person’s the name, address of record, e-mail address (if and as reflected in the Company’s records) andavailable), jurisdiction of Tax residence of such Stockholder (if available to the Company, social security number, identification card number or tax identification number, as applicable, available); (B) whether such Stockholder is an Employee (and if so, whether such Stockholder is expected to be a Continuing Employee) and the nature of any such service relationship (including the entity with which such Employee has a service relationship); (C) the number, class and series of all shares of Company Shares Capital Stock held by such Person, (C) Stockholder and the respective certificate number(s) representing identifying numbers of all Company Stock Certificates evidencing all such shares, ; (D) the respective date(s) date of issuance of such shares of Company Capital Stock and the date of acquisition of such shares of Company SharesCapital Stock by such Stockholder, (E) and the consideration paid to the Knowledge of Company for such issuance (on a per share and aggregate basis) and, if such shares were not acquired by issuance from the Company, whether the transferee of such Company Shareholder filed an election under Section 83(b) of shares, and the Code consideration paid by the holder thereof for such shares (Hon a per share and aggregate basis); (E) the identification of any shares of Company Capital Stock that were purchased upon acquired through the exercise of share options that were exercised within 12 months prior to an option, whether such option was an incentive stock option as defined in Section 422 of the ClosingCode or a nonstatutory option, the date of grant of such option, the vesting schedule of such option, and the date of exercise of such option; and (iii) With respect to each holder of a Company Option, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, (BF) the number of any such shares that are Dissenting Shares; (G) such Stockholder’s Advancement Repayment Amount, if any; (H) the aggregate amount of cash and Parent Common Stock payable to such Stockholder in respect of shares of Company Shares underlying Capital Stock pursuant to Section 1.3(b); and (I) such Stockholder’s Pro Rata Portion and the number of shares of Parent Common Stock and amount of cash to be deposited into the Reserved Pool and the Expense Fund, respectively, on behalf of such Stockholder; (ii) with respect to each Optionholder immediately prior to the First Effective Time: (A) the name, address of record, e-mail address (if available), jurisdiction of Tax residence of such Optionholder (if available); (B) whether such Optionholder is an Employee (and if so, whether such Optionholder is a Continuing Employee) and the nature of any such service relationship (including the entity with which such Employee has a service relationship); (C) the grant date and expiration date of each Company Option held by such PersonOptionholder; (D) whether each such Company Option was granted pursuant to a Plan (and if so, which Plan); (CE) the respective vesting schedule (including all acceleration provisions) applicable to each such Company Option and the extent to which each such Company Option is vested and unvested as of immediately prior to the Effective Time (taking into account any Company Option (or portion thereof) that, as a result of the Merger, will accelerate in full and no longer be subject to any vesting, and any right of repurchase, risk of forfeiture or other such conditions; (F) the exercise price per share and the number of shares of Company Common Stock underlying each such Company Option, Option immediately prior to the First Effective Time; (DG) whether each such Company Options qualifies as incentive stock options as defined in Section 422 of the Code or nonstatutory stock options (taking into account any Company Option (or portion thereof) that as a result of the Merger and any related acceleration will be reclassified as a nonstatutory stock option); (H) the respective number and date of grant date(s) of, and exercise per share of such Company OptionCommon Stock subject to, Company Options being cancelled and for which cash is being paid pursuant to Section 1.3(e); and (EI) the respective vesting arrangement(snumber and date of grant of, and exercise per share of Company Common Stock subject to, Company Options being assumed by Parent pursuant to Section 1.3(e) and the number of Assumed Options for Parent Common Stock in respect thereof, except that the number of Assumed Options may be provided by the Company on the second (2nd) Business Day prior to the Closing Date; (iii) with respect to any Unvested Company Options, (F) whether the each holder of such shares of Company Option is Capital Stock issued on or after January 1, 2011 or any other Company Security that, in each case, would be deemed a Continuing Employee, (G) whether such Company Option is an incentive stock option or a non“covered security” under Treasury Regulations Section 1.6045-qualified stock option (as applicable1(a)(15), the cost basis and date of acquisition (Hif not already provided) of such shares or securities; (iv) wire or other payment instructions for all cash amounts to be paid by Parent in accordance with respect this Agreement, including any Third Party Expenses and Closing Indebtedness that Parent is to any Option held by an Israeli employeepay, officeror cause to be paid, director or consultant of following the Closing on the Company, a description of whether such Option was granted under Section 102 or Section 3(i) of the Israel Tax Ordinance and with respect to the Company 102 Options whether an election was made to treat such Option under the capital gain route or ordinary income route,’s behalf; and (iv) With respect to each Company Warrantholder, (Av) such Person’s address (if and as reflected other information reasonably requested by Parent in connection with facilitating the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, (B) the number of Company Shares underlying each Company Warrant held transactions contemplated by such Person, and (C) the respective exercise price per share of such Company Warrant, (D) the respective grant date(s) of such Company Warrant. (b) Each of the Company and the Contributing Securityholders acknowledges and agrees that the Paying Agent, Escrow Agent, Buyer and its agents shall be entitled to rely on the Payment Spreadsheet for purposes of making any payments hereunder. (c) The disclosures in the Payment Spreadsheet shall be deemed to be representations and warranties of the Company to Buyer hereunder made as of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement or otherwise, Buyer and, following the Closing, the Company, shall have no Liability to any Company Securityholder or any other Person in the event there are any inaccuracies contained in the Payment Spreadsheet. (d) As among the Company Securityholders only (and without limiting or modifying any of the Company’s or the Company Shareholders’ representations, warranties, covenants or agreements contained in this Agreement or any of Buyer’s rights (or otherwise imposing any obligation on Buyer not otherwise expressly stated in this Agreement), for the avoidance of doubt, for the sole purpose of determining the per Company Share consideration, as reflected in the Payment Spreadsheet, the aggregate exercise prices of all Company Vested Options is included and reflected in the allocation of the “Total Consideration” among the Company Securityholders, provided that such amount shall not be paid by Buyer.

Payment Spreadsheet. (a) Attached At least two (2) Business Days prior to this Agreement as Exhibit K is the scheduled Closing Date, the Company shall deliver a payment spreadsheet (the “Payment Spreadsheet”) in a form reasonably acceptable to the Buyer and the Paying Agent, certified as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company, setting forth the following information: (i) The distribution to the Company Securityholders calculation of the Closing Payment Fund and any amounts to be released to the Company Securityholders from the Escrow Fund or the Representative Expense Fund (if any)“Acquisition Consideration”, including each such Company Securityholder’s Pro Rata Sharea separate line item for the adjustment thereto in accordance with the definition of “Acquisition Consideration” hereunder; (ii) The amount of the Per Ordinary Share Consideration. (iii) With respect to each Company Shareholder, (A) such Person’s address (if and as reflected appearing in the Company’s records) and, if available to shareholder register of the Company, social security number, identification card number or tax identification number, as applicable, (B) the number, class and series of Company Shares held by such Person, (C) the respective certificate number(s) representing cash and stock portions of the Acquisition Consideration to be paid to such shares, (D) Company Shareholder at the respective date(s) of acquisition Closing in respect of such Company Shares, (D) such Company Shareholder’s respective cash portion and stock portion of the Acquisition Consideration, (E) to the Knowledge such Company’s Shareholder respective Pro Rata Share under this Agreement, (F) such Company Shareholder’s respective portion of the CompanyEscrow Fund and the Adjustment Fund, whether and (G) such Company Shareholder filed an election under Section 83(bother relevant information (excluding covered security information) that the Paying Agent may reasonably require in connection with the performance of the Code (H) the identification of any shares that were purchased upon exercise of share options that were exercised within 12 months prior to the Closing; andits duties; (iiiiv) With respect to each holder of a Vested Company Option, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number (or tax identification number, as applicable) and ID number, (B) the number of Company Shares underlying each Vested Company Option held by such Person, (C) the respective exercise price per share of such Vested Company Option, (D) the respective grant date(s) of such Vested Company Option, (E) the respective vesting arrangement(s) with respect to any Unvested Company Options, (F) whether the holder of such Company Option is a Continuing Employee, (G) whether such Vested Company Option is an incentive stock option or a non-qualified stock option option, (as applicable), and (HF) with respect to any Vested Company Option held by an Israeli employee, officer, director or consultant of the Company, a description of whether such Vested Company Option was granted under Section 102 or Section 3(i) of the Israel Israeli Tax Ordinance and with respect to the Company 102 Options whether an election was made to treat such Vested Company Option under the capital gain route or ordinary income route,; and(G) the cash and stock portions of the Acquisition Consideration to be paid to such Person at the Closing in respect of such Vested Company Option, (H) such holder of Vested Company Option’s respective Pro Rata Share, (I) such Vested Company Option holder’s respective portion of the Escrow Fund and the Adjustment Fund and (J) such other relevant information (excluding covered security information) that the Paying Agent or the Buyer, as applicable, may reasonably require in connection with the performance of its duties. (ivv) With respect to each Company WarrantholderEarn Out Payee, (A) such Person’s address (if Earn Out Payee’s Respective Portion, and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, (B) such other relevant information (excluding covered security information) that the number Paying Agent may reasonably require in connection with the performance of Company Shares underlying each Company Warrant held by such Person, and (C) its duties with respect to the respective exercise price per share of such Company Warrant, (D) the respective grant date(s) of such Company WarrantEarn Out Payment or Partial Earn Out Payment. (b) Each of In the event that any information set forth in the Payment Spreadsheet becomes inaccurate at any time prior to the Closing, the Company shall deliver a revised Payment Spreadsheet, together with a new certification consistent with Section 7.8(a), whereupon such revised Payment Spreadsheet shall be deemed to be the “Payment Spreadsheet” for all purposes of and under this Agreement. In connection with each payment of any amounts to Company Securityholders, including (i) any payment required to be made by the Contributing Securityholders Buyer as a Post-Closing Adjustment in accordance with the provisions of Section 1.3(i)(ii), and (ii) the Earn Out Payment, if any, in accordance with Section 1.4, and (iii) any release from the Escrow Fund, the Representative shall have the sole authority to revise the Payment Spreadsheet as it shall deem necessary in order to reflect any assignments or other changes in factual information, and shall deliver such revised Payment Spreadsheet to the Buyer (together with a new certification consistent with Section 7.8(a) with a copy to the Escrow Agent or the Paying Agent, as applicable, and following delivery such revised Payment Spreadsheet shall be deemed to be the “Payment Spreadsheet” for all purposes of and under this Agreement. (c) The Company acknowledges and agrees that the Paying Agent, Escrow Agent, Agent and the Buyer and its agents shall be entitled to rely on the Payment Spreadsheet for purposes of making any payments hereunder. (c) The disclosures in the Payment Spreadsheet shall be deemed to be representations and warranties of the Company to Buyer hereunder made as of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement or otherwise, Buyer and, following the Closing, the Company, shall have no Liability to any Company Securityholder or any other Person in the event there are any inaccuracies contained in the Payment Spreadsheet. (d) As among the Company Securityholders only (and without limiting or modifying any of the Company’s or the Company Shareholders’ representations, warranties, covenants or agreements contained in this Agreement or any of Buyer’s rights (or otherwise imposing any obligation on Buyer not otherwise expressly stated in this Agreement), for the avoidance of doubt, for the sole purpose of determining the per Company Share consideration, as reflected in the Payment Spreadsheet, the aggregate exercise prices of all Company Vested Options is included and reflected in the allocation of the “Total Consideration” among the Company Securityholders, provided that such amount shall not be paid by Buyer.

Payment Spreadsheet. (a) Attached At least five Business Days prior to this Agreement as Exhibit K is the Closing Date, the Company shall deliver to Acquiror a payment spreadsheet spreadsheet, certified on behalf of the Company by its Executive Chairman and Chief Operating Officer, setting forth the following information, in a form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror in support of the information set forth therein (the “Payment Spreadsheet”) setting forth (x) the amount of each of the Consideration Components and (y) the following information: (i) The distribution to the Company Securityholders of the Closing Payment Fund and any amounts to be released to the Company Securityholders from the Escrow Fund or the Representative Expense Fund (if any), including each such Company Securityholder’s Pro Rata Share; (ii) With with respect to each Company Shareholder, Stockholder immediately prior to the First Effective Time: (A) such Person’s the name, address of record, e-mail address (if and as reflected in the Company’s records) andavailable), jurisdiction of Tax residence of such Stockholder (if available to the Company, social security number, identification card number or tax identification number, as applicable, available); (B) whether such Stockholder is an Employee and the nature of any such service relationship (including the entity with which such Employee has a service relationship); (C) the number, class and series of all shares of Company Shares Capital Stock held by such PersonStockholder and the identifying numbers of all Company Stock Certificates evidencing all such shares; (D) the date of issuance of such shares of Company Common Stock and the date of acquisition of such shares of Company Common Stock by such Stockholder, (E) the identification of any shares of Company Common Stock that were acquired through the exercise of an option, whether such option was a nonstatutory option or an incentive stock option as defined in Section 422 of the Code, the date of grant of such option, the vesting schedule of such option, and the date of exercise of such option; (F) the aggregate amount of cash and Acquiror Common Stock payable to such Stockholder in respect of shares of Company Capital Stock pursuant to Section 1.3(b) and Section 1.3(c); (G) the Stockholder’s Pro Rata Portion and the amount of cash to be deposited into the Expense Fund and the Adjustment Fund on behalf of such Stockholder; and (H) such Stockholder’s Milestone Pro Rata Portion (if any) of the Milestone Cash Payment and the Milestone Stock Consideration; (ii) with respect to each Optionholder immediately prior to the First Effective Time: (A) the name, address of record, e-mail address (if available), jurisdiction of Tax residence of such Optionholder (if available); (B) whether such Optionholder is an Employee and the nature of any such service relationship (including the entity with which such Employee has a service relationship); (C) the respective certificate number(s) representing grant date and expiration date of each Company Option held by such shares, Optionholder; (D) the respective date(s) of acquisition of whether each such Company Shares, Option was granted pursuant to the Plan; (E) the vesting schedule (including all acceleration provisions) applicable to each such Company Option and the extent to which each such Company Option is vested and unvested as of immediately prior to the First Effective Time (taking into account any Company Option (or portion thereof) that, as a result of the First Merger will accelerate in full and no longer be subject to any further vesting, right of repurchase, risk of forfeiture or other such conditions); (F) the exercise price per share and the number of shares of Company Capital Stock underlying each such Company Option immediately prior to the First Effective Time; (G) whether each such Company Options qualifies as incentive stock options as defined in Section 422 of the Code or nonstatutory stock options; and (H) the aggregate amount of cash and Acquiror Common Stock payable to such Optionholder in respect of each Company Option pursuant to Section 1.3(f)(i); (I) such Optionholder’s pro rata portion and the amount of cash and number of shares of Acquiror Common Stock to be deposited into the Expense Fund and the Adjustment Fund on behalf of such Optionholder; and (J) such Optionholder’s Milestone Pro Rata Portion (if any) of the Milestone Cash Payment and the Milestone Stock Consideration; (iii) with respect to each holder of shares of Company Capital Stock issued on or after January 1, 2011 or any other Company Security that, in each case, would be deemed a “covered security” under Treasury Regulations Section 1.6045-1(a)(15), to the Knowledge of the Company, whether such Company Shareholder filed an election under Section 83(bthe cost basis and date of acquisition (if not already provided) of such shares or securities; (iv) wire or other payment instructions for all cash amounts to be paid by Acquiror in accordance with this Agreement, including any Third Party Expenses and Closing Indebtedness that Acquiror is to pay, or cause to be paid, following the Code (H) Closing on the identification of any shares that were purchased upon exercise of share options that were exercised within 12 months prior to the ClosingCompany’s behalf; and (iii) With respect to each holder of a Company Option, (Av) such Person’s address (if and as reflected other information reasonably requested by Acquiror in connection with facilitating the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, (B) the number of Company Shares underlying each Company Option held transactions contemplated by such Person, (C) the respective exercise price per share of such Company Option, (D) the respective grant date(s) of such Company Option, (E) the respective vesting arrangement(s) with respect to any Unvested Company Options, (F) whether the holder of such Company Option is a Continuing Employee, (G) whether such Company Option is an incentive stock option or a non-qualified stock option (as applicable), and (H) with respect to any Option held by an Israeli employee, officer, director or consultant of the Company, a description of whether such Option was granted under Section 102 or Section 3(i) of the Israel Tax Ordinance and with respect to the Company 102 Options whether an election was made to treat such Option under the capital gain route or ordinary income route,; and (iv) With respect to each Company Warrantholder, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, social security number, identification card number or tax identification number, as applicable, (B) the number of Company Shares underlying each Company Warrant held by such Person, and (C) the respective exercise price per share of such Company Warrant, (D) the respective grant date(s) of such Company Warrant. (b) Each of the Company and the Contributing Securityholders acknowledges and agrees that the Paying Agent, Escrow Agent, Buyer and its agents shall be entitled to rely on the Payment Spreadsheet for purposes of making any payments hereunder. (c) The disclosures in the Payment Spreadsheet shall be deemed to be representations and warranties of the Company to Buyer hereunder made as of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement or otherwise, Buyer and, following the Closing, the Company, shall have no Liability to any Company Securityholder or any other Person in the event there are any inaccuracies contained in the Payment Spreadsheet. (d) As among the Company Securityholders only (and without limiting or modifying any of the Company’s or the Company Shareholders’ representations, warranties, covenants or agreements contained in this Agreement or any of Buyer’s rights (or otherwise imposing any obligation on Buyer not otherwise expressly stated in this Agreement), for the avoidance of doubt, for the sole purpose of determining the per Company Share consideration, as reflected in the Payment Spreadsheet, the aggregate exercise prices of all Company Vested Options is included and reflected in the allocation of the “Total Consideration” among the Company Securityholders, provided that such amount shall not be paid by Buyer.