Common use of Closing Spreadsheet Clause in Contracts

Closing Spreadsheet. The Company has prepared and delivered to Purchaser and the Paying Agent, a spreadsheet (the “Closing Spreadsheet”) in a form reasonably acceptable to Purchaser, dated as of the date hereof, setting forth all of the following information (in addition to the other data and information reasonably requested by the Paying Agent), as of the Closing Date and immediately prior to the Closing: (a) the names and, to the extent known, email addresses of all the Stockholders, Warrantholders and Optionholders; (b) the number and class of Shares held by, or subject to Company Warrants or the Company Stock Options held by, such Persons and, in the case of outstanding Shares, the respective certificate numbers; (c) the exercise price per share of each Company Stock Option, whether such Company Stock Option is an incentive stock option (as defined in the Code) or a non-qualified stock option, and with respect to Options granted to Israeli taxpayers whether such Option was granted under Section 3(i) or Section 102, and whether the Optionholder is an employee of the Company or any Subsidiary and indicating which one; (d) the exercise price per share and expiration date for each Company Warrant; (e) the Preferred Amount, the Common Amount, the Net Value for each In-the-Money Option and the Net Value for each In-the-Money Warrant, each determined as of the Closing Date prior to any adjustments that may be made pursuant to this Agreement; (f) the Share Consideration Fraction of each Shareholder; (g) the Securities Consideration Fraction of each Shareholder, Optionholder and Warrantholder; (h) the Preferred Closing Payment Amount and Common Closing Payment Amount distributable to each Shareholder; (i) the Option Closing Payment Amount distributable to each Optionholder; (j) the Warrant Closing Payment Amount distributable to each Warrantholder; (k) each Participating Stockholder’s pro rata share of the Holdback Amount, expressed as a dollar amount; (l) each Participating Stockholder’s pro rata share of the Representative Fund, expressed as a dollar amount; and (m) the Total Share Amount, the Total Convertible Securities Amount and the Merger Consideration (in each case, prior to any adjustments in accordance with this Agreement).

Closing Spreadsheet. The Company has prepared shall prepare and delivered deliver to Purchaser and Purchaser, at or prior to the Paying AgentClosing, a spreadsheet spreadsheet, certified as complete and correct by the Authorized Person as of the Closing Date (the “Closing Spreadsheet”) in a form reasonably acceptable satisfactory to PurchaserPurchaser prior to the Closing, which Closing Spreadsheet shall be dated as of the date hereof, setting Closing Date and shall set forth all of the following information (in addition to the other required data and information reasonably requested by the Paying Agentspecified therein), as of the Closing Date and immediately prior to the Closing: (a) the names andof all the Company Shareholders and Company Optionholders and their respective street and email addresses (if available), telephone number (if available), Israeli identification number (if available), taxpayer identification numbers (if any), bank information (if available) (including the respective bank name and number, branch name and address, swift number and account number) and for each current or previous Company Optionholder receiving payment hereunder, such additional details reasonably required by Purchaser or the Paying Agent so as to properly compute any applicable withholding Taxes for payroll deductions, if and to the extent known, email addresses of all the Stockholders, Warrantholders and Optionholdersapplicable; (b) the number and class of Company Shares (including exercised Company Options) held by, or subject to Company Warrants or the Company Stock Options held by, such Persons and, in the case of outstanding Sharesshares, the respective certificate numbers; (c) the number of Company Shares subject to and the exercise price per share in effect for each Company Option held by each Company Optionholder, the expiration date of each Company Stock Option, whether such Company Stock Option is an incentive stock option (as defined in the Code) or a non-qualified stock optiondate of commencement of the two year holding period with the 102 Trustee, and with respect to Options granted to Israeli taxpayers whether such Option was if granted under Section 3(i102(b) or Section 102, and whether the Optionholder is an employee of the Company or any Subsidiary and indicating specifying the Section and subsection of the Israeli Income Tax Ordinance pursuant to which onesuch Company Option was granted; (d) a calculation of the exercise price per share and expiration date for portion of the Aggregate Consideration (including the number of Purchaser Ordinary Shares each Company Warrant; (e) Shareholder and Company Optionholder will be entitled to receive out of the Preferred AmountAggregate Share Consideration, the Common Amount, the Net Value for each In-the-Money Option and the Net Value for portion of the Aggregate Cash Consideration each In-the-Money Warrant, Company Securityholder will be entitled to receive in each determined as of the Closing Date prior Payment, the Deferred Payment, the Contingent Payment and the Contingent Ruling Payment (assuming full payment of each)) payable to any adjustments that may be made such Company Shareholder or Company Optionholder, as applicable, pursuant to this Agreement; (e) a calculation of the Aggregate Cash Consideration, Aggregate Share Consideration, Aggregate Consideration, Fully-Diluted Company Ordinary Shares, Option Amount, and Pro Rata Share; (f) the amount of the Aggregate Cash Consideration and the Aggregate Share Consideration Fraction of each Shareholderto be paid by Purchaser to the Paying Agent and to the 102 Trustee; and (g) the Securities Consideration Fraction of each Shareholder, Optionholder and Warrantholder; (h) the Preferred Closing Payment Amount and Common Closing Payment Amount distributable to each Shareholder; (i) the Option Closing Payment Amount distributable to each Optionholder; (j) the Warrant Closing Payment Amount distributable to each Warrantholder; (k) each Participating Stockholder’s pro rata share a calculation of the Holdback Amount, expressed as a dollar amount; (l) each Participating Stockholder’s pro rata share portion of the Representative Fund, expressed as a dollar amount; and Special Cash Dividend each Company Securityholder will be entitled to receive upon payment of the Special Cash Dividend (m) the Total Share Amount, the Total Convertible Securities Amount and the Merger Consideration (in each case, prior to any adjustments in accordance with this Agreementassuming full payment of such).

Closing Spreadsheet. The Company has prepared shall prepare and delivered deliver to Purchaser and the Paying Agent, at or prior to the Closing, a spreadsheet (the “Closing Spreadsheet”) in a the form provided by Purchaser prior to the Closing, reasonably acceptable to Purchaser, which Closing Spreadsheet shall be dated as of the date hereof, setting Closing Date and shall set forth all of the following information (in addition to the other required data and information reasonably requested by the Paying Agentspecified therein), as of the Closing Date and immediately prior to the Closing: (a) the names and, to the extent known, email addresses of all the StockholdersShareholders, Warrantholders and OptionholdersOptionholders and their respective street and email addresses, telephone number, taxpayer identification numbers (if any), bank information (including the respective bank name and number, branch name and address, swift number and account number); (b) the number and class of Shares held by, or subject to Company Warrants or the Company Stock Options held by, such Persons and, in the case of outstanding Shares, the respective certificate numbers; (c) the exercise price per share and expiration date of each Company Stock Option, whether such Company Stock Option is an incentive stock option (as defined in the Code) or a non-qualified stock option, and with respect to Options granted to Israeli taxpayers whether such Option was granted under Section 3(i) or Section 102, option and whether the Optionholder is an employee of the Company or any Subsidiary and indicating which oneCompany; (d) the exercise price per share and expiration date for each Company Warrant; (e) whether or not each Optionholder is a U.S. person under the Preferred Code; (f) the Series A Amount, the Series B Amount, the Common Amount, the Net Value Option Amount for each In-the-Money Option and Option, the Net Value Warrant Amount for each In-the-Money Warrant, each determined as of the Closing Date prior to any adjustments that may be made pursuant to this Agreement; (f) the Share Consideration Fraction of each Shareholder; (g) the Securities Consideration Fraction of each Shareholder, Optionholder and Warrantholder; , (h) the Preferred Closing Payment Amount Net Value for each Warrantholder and Common Closing Payment Amount distributable to each ShareholderOptionholder; (i) the Option Closing Payment Holder Share Amount distributable to of each Shareholder, each Warrantholder and each Optionholder; and (j) the Warrant amount of the Closing Payment Amount distributable to each Warrantholder; (kShareholder, each Warrantholder and each Optionholder pursuant to Section 1.9(a) each Participating Stockholder’s pro rata share hereof. The Company shall prepare and deliver to Purchaser, a draft of the Holdback Amount, expressed as a dollar amount; Closing Spreadsheet not later than two (l2) each Participating Stockholder’s pro rata share of the Representative Fund, expressed as a dollar amount; and (m) the Total Share Amount, the Total Convertible Securities Amount and the Merger Consideration (in each case, Business Days prior to any adjustments in accordance with this Agreement)the Closing Date.

Closing Spreadsheet. (a) The Company has prepared shall prepare and delivered deliver to Purchaser and Parent at the Paying Agent, Closing a stockholder payment spreadsheet in substantially the form attached hereto as Exhibit F (the “Closing Stock Payment Spreadsheet”) ), which shall be certified in a form reasonably acceptable to Purchaser, dated writing as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the date hereofCompany, setting forth the following information: (i) the Series A Per Share Preference, the Series B Per Share Preference, the Aggregate Series A Liquidation Preference, the Aggregate Series B Liquidation Preference, the Aggregate Participation Amount, the Exchange Ratio, the Trading Price, the Fully Diluted Common Shares, the Aggregate Vested Exercise Price, the Company Debt, the Transaction Expenses, the Per Share Participation Amount and the Per Share Stock Holdback Consideration; and (ii) with respect to the Stock Holdback Stockholder, the number of shares of Parent Common Stock issuable to the Stock Holdback Stockholder in respect of all of the following information (in addition to the other data and information reasonably requested Stock Holdback Common Shares held by the Paying Agent), as of the Closing Date and Stock Holdback Stockholder immediately prior to the Closing: Effective Time, (abroken down on a certificate-by-certificate basis and including certificate numbers), the date of acquisition of such shares and, for shares acquired on or after January 1, 2011, the tax basis of such shares; (iii) with respect to each Effective Time Stockholder (reflecting all Company Capital Stock issued upon exercise of Company Options or Company Warrants contingent on the Merger, if any): (A) the names number of shares of Company Capital Stock of each class and series to be held by such Effective Time Stockholder as of immediately prior to the Effective Time (broken down on a certificate-by-certificate basis and including certificate numbers), the date of acquisition of such shares and, for shares acquired on or after January 1, 2011, the tax basis of such shares; (B) the aggregate portion of the Merger Consideration payable to such Effective Time Stockholder in respect of all of the shares of Company Capital Stock held by such Effective Time Stockholder as of immediately prior to the extent knownEffective Time (on a certificate-by-certificate basis); (C) the per share Indemnity Escrow Contribution Amount, email addresses the per share Expense Escrow Contribution Amount and the aggregate Indemnity Escrow Contribution Amount and Expense Escrow Contribution Amount to be contributed to the Escrow Funds, with respect to the shares of Company Capital Stock held by such Effective Time Stockholder as of immediately prior to the Effective Time; (D) the total amount of Taxes required under applicable Laws to be withheld from the portion of the Merger Consideration that such Effective Time Stockholder is entitled to receive pursuant to Section 1.7(b), if any; (E) the Closing Payment that such Effective Time Stockholder is entitled to receive (on a certificate-by-certificate basis); (F) the Pro Rata Portion of such Effective Time Stockholder; (G) the address of such Effective Time Stockholder where all amounts payable to such Effective Time Stockholder pursuant to this Agreement shall be mailed and, if known by the StockholdersCompany, Warrantholders and Optionholders; wire transfer information for each such Effective Time Stockholder. (b) The Company shall prepare and deliver to Parent at the Closing an option payment spreadsheet in substantially the form included in Exhibit F attached hereto (the “Option Payment Spreadsheet”), which shall be certified as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company, setting forth the following information with respect to each holder of Company Options as of immediately prior to the Effective Time (reflecting all exercises of Company Options contingent on the Merger, if any): (i) the name of such holder of Company Options as of immediately prior to the Effective Time; (ii) the number, class and series of shares of Company Capital Stock subject to the Company Options held by such holder of Company Options (on an option-by-option basis) as of immediately prior to the Effective Time; (iii) the exercise price applicable to each Company Option held by such holder of Company Options as of immediately prior to the Effective Time (on an option-by-option basis); (iv) with respect to each Vested Company Option held by such holder as of immediately prior to the Effective Time: (A) the Option Merger Consideration payable to such holder in respect of such Vested Company Option pursuant to Section 1.7(c)(ii); (B) the aggregate Option Merger Consideration payable to the holder of such Vested Company Option in respect of such Vested Company Option; (C) the total amount of Taxes required under applicable Laws to be withheld from the aggregate Option Merger Consideration that such holder of Vested Company Options is entitled to receive pursuant to Section 1.7(c)(ii), if any; (D) whether such Vested Company Option is a Non-Employee Option; and (E) with respect to Non-Employee Options, the address of such holder where all amounts payable to such holder pursuant to this Agreement shall be mailed and, if known by the Company, wire transfer information for such holder; and (v) with respect to each Unvested Company Option held by such holder as of immediately prior to the Effective Time that is being assumed by Parent pursuant to Section 1.7(c)(i): (A) the number and class of Shares held by, or shares of Parent Common Stock that will be subject to such Unvested Company Warrants or Option following the Company Stock Options held by, such Persons and, in the case of outstanding Shares, the respective certificate numbersClosing Date pursuant to Section 1.7(c)(i); (cB) the exercise price per share payable following the Effective Time for the exercise of each such Unvested Company Stock Option pursuant to Section 1.7(c)(i); (C) the vesting schedule of such Unvested Company Option; and (D) the expiration date of such Unvested Company Option. (c) The Company shall prepare and deliver to Parent at the Closing a warrant payment spreadsheet in substantially the form included in Exhibit F attached hereto (the “Warrant Payment Spreadsheet”), whether such Company Stock Option is an incentive stock option (which shall be certified as defined in complete and accurate by the Code) or a non-qualified stock optionChief Executive Officer and the Chief Financial Officer of the Company, and setting forth the following information with respect to Options granted each holder of Company Warrants as of immediately prior to Israeli taxpayers whether the Effective Time (reflecting all acceleration and settlements of Company Warrants contingent on the Merger, if any): (i) the name of such Option was granted under Section 3(iholder of Company Warrants as of immediately prior to the Effective Time; (ii) or Section 102the number, class and whether the Optionholder is an employee series of shares of Company Capital Stock subject to the Company or any Subsidiary and indicating which oneWarrants held by such holder of Company Warrants (on a warrant-by-warrant basis) as of immediately prior to the Effective Time; and (diii) the exercise price per share and expiration date for applicable to each Company Warrant held by such holder of Company Warrants as of immediately prior to the Effective Time (on a warrant-by-warrant basis); (iv) with respect to each Company Warrant held by such holder as of immediately prior to the Effective Time: (A) the Warrant Merger Consideration payable to such holder in respect of such Company Warrant pursuant to Section 1.7(d); (B) the aggregate Warrant Merger Consideration payable to the holder of such Company Warrant; and (eC) the Preferred Amounttotal amount of Taxes required under applicable Laws to be withheld from the aggregate Warrant Merger Consideration that such holder of Company Warrants is entitled to receive pursuant to Section 1.7(c)(ii), if any; and (d) The Company shall prepare and deliver to Parent at the Common AmountClosing a restricted stock unit spreadsheet in substantially the form included in Exhibit F attached hereto (the “RSU Spreadsheet”), which shall be certified as complete and accurate by the Net Value for each In-the-Money Option Chief Executive Officer and the Net Value for Chief Financial Officer of the Company, setting forth the following information with respect to each In-the-Money Warrant, each determined holder of Company RSUs as of the Closing Date immediately prior to any adjustments that may be made pursuant to this Agreement; the Effective Time (f) reflecting all acceleration and settlements of Company RSUs contingent on the Share Consideration Fraction of each Shareholder; (g) the Securities Consideration Fraction of each ShareholderMerger, Optionholder and Warrantholder; (h) the Preferred Closing Payment Amount and Common Closing Payment Amount distributable to each Shareholder; if any): (i) the Option Closing Payment Amount distributable name of such holder of Company RSUs as of immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock subject to each Optionholder; Company RSU held by such holder of Company RSUs as of immediately prior to the Effective Time; (jiii) the Warrant Closing Payment Amount distributable number of shares of Parent Common Stock that will be subject to each Warrantholder; Company RSU held by such holder of Company RSUs following the Closing Date pursuant to Section 1.7(c)(iv). (ke) each Participating Stockholder’s pro rata share The Company shall prepare and deliver to Parent a flow of funds spreadsheet (the “Flow of Funds Spreadsheet” which together with the Stock Payment Spreadsheet, the Option Payment Spreadsheet, the Warrant Payment Spreadsheet and the RSU Spreadsheet, shall constitute the “Consideration Spreadsheet”) which reflects (consistent with the information set forth in the Closing Financial Statements, the other portions of the Holdback AmountConsideration Spreadsheet, expressed as a dollar amount; the Payoff Letters and any other Contracts applicable to the following payments): (li) the amounts payable to third parties (including each Participating Stockholdersuch third party’s pro rata share wire instructions) for the full payment of the Representative Transaction Expenses and the Company Debt that remain outstanding at the Effective Time, (ii) assuming that the Option Merger Consideration will be paid through the Company’s payroll system, the amount to be paid to the Company’s payroll service (including the payroll services’ wire instructions) in connection with the payment of the Option Merger Consideration, (iii) the amounts to be deposited with the Payment Agent (including the Payment Agent’s wire instructions which Parent will provide to the Company) to fund the Payment Fund, expressed as a dollar amount; (iv) the amount to be deposited with the Escrow Agent (including the Escrow Agent’s wire instructions) to fund the Expense Funds and (mv) such other information as Parent reasonably requests. (f) The Company acknowledges and agrees that Parent and its agents shall be entitled to rely on the Total Share Amount, the Total Convertible Securities Amount Consideration Spreadsheet for purposes of making any payments hereunder. (g) The Company shall prepare in good faith and the Merger deliver an estimated Consideration Spreadsheet to Parent at least three (in each case, 3) business days prior to any adjustments in accordance with this Agreement)the Closing Date.