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 Prior to this Agreement as Exhibit K is the Closing, the Company shall deliver to Parent a payment spreadsheet (the “Payment Spreadsheet”) setting forth the following informationforth: (i) The distribution to the Company Securityholders amount and calculation of the Total Consideration and the Total Common 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 ShareMerger Consideration; (ii) With the amount and calculation of the Total Series B Preferred Liquidation Preference and Total Series C Preferred Liquidation Preference; (iii) the amount and calculation of the Per Share Series B Preferred Liquidation Preference and the Per Share Series C Preferred Liquidation Preference; (iv) the amount and calculation of the Per Share Common Closing Merger Consideration and the Per Share Common Earnout Consideration; (v) the number of shares of Company Series C Preferred Stock; (vi) the number of Total Outstanding Shares; (vii) the amount of Indebtedness of the Company as of the close of business on the Closing Date; (viii) the amount of Third Party Expenses; (ix) the Per Share Common Earnout Cash Consideration; (x) the Per Share Common Earnout Stock Consideration; (xi) the Per Share Common Escrow Consideration; and (xii) with respect to each Company Shareholder, Stockholder: (A) the name and address of 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 applicableholder, (B) whether such holder is a current or former employee of the Company (or any Subsidiary), (C) 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 sharesnumber, (D) the respective date(s) date of acquisition of such Company Sharesshares and, (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 with respect to each holder of any security that would be deemed a Company Option“covered security” under Treasury Regulations Section 1.6045-1(a)(15), (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 cost basis of such Company Option, (D) the respective grant date(s) of such Company Optionshares, (E) the respective vesting arrangement(scash consideration that such holder is entitled to receive pursuant to Section 1.6(b) with respect and may be entitled to any Unvested Company Optionsreceive pursuant to Section 1.6(c) (on a certificate-by-certificate basis and in the aggregate, net of the 2015 Corrective Withholding (as applicable)), (F) whether the stock consideration that such holder of such Company Option is may be entitled to receive pursuant to Section 1.6(c) (on a Continuing Employeecertificate-by-certificate basis and in the aggregate), (G) whether the Pro Rata Portion of such Company Option is an incentive stock option or a non-qualified stock option holder, (as applicable)H) the amount of cash to be deposited into the Escrow Fund and the amount of cash to be deposited in the Representative Escrow Fund, in each case, on behalf of such holder pursuant to this Agreement, and (I) the net cash amounts to be paid to such holder at Closing after giving effect to the foregoing clause (H) with respect to any Option held by an Israeli employee, officer, director or consultant of (on a certificate-by-certificate basis and in 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 Warrantholderaggregate), (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, (BJ) the number amount of Company Shares underlying each Company Warrant held by such Personany withholding due on any payment (assuming, 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 solely 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 preparing the Payment Spreadsheet, that such Stockholder has delivered to the aggregate exercise prices of all Company Vested Options Exchange Agent the appropriate Form W-8, Form W-9 or similar tax form indicating that no withholding is included required) and reflected (K) such other information as required by the Exchange Agent in the allocation form of the “Total Consideration” among spreadsheet provided to the Company Securityholders, provided that such amount shall not be paid by Buyerprior to the date hereof.

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. 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. At least two (a2) Attached Business Days prior to this Agreement as Exhibit K is the Closing Date, the Company shall deliver to Parent a payment spreadsheet (the “Payment Spreadsheet”) setting forth the following informationforth: (i) The distribution to the Company Securityholders calculation of the Closing Payment Fund Total Cash Consideration (including each element of Indebtedness and any amounts to be released to the Company Securityholders from the Escrow Fund or the Representative Expense Fund (if anyThird Party Expenses), including each such Company Securityholder’s Pro Rata Sharethe Total Unaccredited Stockholder Cash Amount, and the Total Stock Consideration; (ii) With with respect to each Company Shareholder, Stockholder on a certificate-by-certificate basis: (A) the name and address of such Person’s address (if and as reflected in the Company’s records) Stockholder, and, if available to available, the Company, social security number, identification card number or tax identification number, as applicablee-mail address of such Stockholder, (B) whether such holder is a current or former employee of the Company (or any Subsidiary), (C) the number, class and series of shares of Company Shares Capital Stock held by such PersonStockholder and the respective certificate number, (D) the date of acquisition of such shares and, the cost basis of such shares, (E) whether, to the Company’s Knowledge, such Person is an Accredited Holder or Unaccredited Stockholder, (F) the portion of the Cash Closing Payment that such Stockholder is entitled to receive pursuant to Sections 1.6(b)(i) at Closing, (G) the portion of the Total Stock Consideration that such Stockholder is entitled to receive pursuant to Sections 1.6(b)(i), (H) the Indemnity Portion of such Stockholder; (I) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect to such Stockholder pursuant to this Agreement, and (J) the net cash and stock amounts to be paid to such holder in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (I); (iii) with respect to each Company Note Holder on a note-by-note basis: (A) the name and address of such Company Note Holder and, if available, the e-mail address of such Company Note Holder, (B) the class and series of shares for which such note is convertible, (C) the respective certificate number(sissue date and maturity date thereof, (D) representing whether, to the Company’s Knowledge, such sharesPerson is an Accredited Holder or Unaccredited Stockholder, (E) the portion of the Cash Closing Payment that such Company Note Holder is entitled to receive pursuant to Section 1.6(b)(i), (F) the amount of any Taxes to be withheld from payment to such Company Note Holder, and (G) the portion of the Total Stock Consideration that such Company Note Holder is entitled to receive pursuant to Section 1.6(b)(i), (H) the Indemnity Portion of such Company Note Holder, (I) the amount of cash to be deposited into each of (x) the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect to such Company Note Holder pursuant to this Agreement, and (J) the net cash and stock amounts to be paid to such holder in accordance with Sections 1.6(b)(i) after deduction of the amounts referred to in clause (I); (iv) with respect to Retention Participant: (A) the name and address of such Retention Participant, and, if available, the e-mail address of such Retention Participant, (B) the portion of the Cash Table of Contents Closing Payment that such Retention Participant is entitled to receive pursuant to Section 1.6(b)(i), (C) the Indemnity Portion of such Retention Participant, (D) the respective date(samount of cash to be deposited into each of (x) of acquisition of the Tail Fund as the Tail Contribution, (y) the Escrow Fund as the Escrow Contribution and (z) the Representative Expense Fund as the RE Contribution, in each case, with respect to such Company SharesRetention Participant pursuant to this Agreement, and (E) the net cash amounts to the Knowledge be paid to such Retention Participant in accordance with Sections 1.6(b)(i) after deduction of the Company, whether such Company Shareholder filed an election under Section 83(b) of the Code amounts referred to in clause (H) the identification of any shares that were purchased upon exercise of share options that were exercised within 12 months prior to the ClosingD); 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, (Bv) the number Statement 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 WarrantExpenses. (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 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.

Payment Spreadsheet. At least three (a3) Attached Business Days prior to this Agreement as Exhibit K is a payment spreadsheet (the Closing, the Company shall deliver to Buyer the “Payment Spreadsheet”) setting ” in a form and substance reasonably satisfactory to Buyer and accompanied by documentation reasonably satisfactory to Buyer in support of the information set forth therein. The Payment Spreadsheet shall set forth the following informationinformation in reasonable detail: (i) The distribution with respect to each Company Shareholder: (i) the name, address, social security number (or tax identification number, as applicable) (if available), jurisdiction of Tax residence and (if available) e-mail address of such Person and an indication as to whether such Person is a Continuing Employee or a Non-Continuing Employee; (ii) the number, class, Book-Entry Entitlement identifier and series of shares of Company Securityholders Shares held by such Person; (iii) the date of acquisition of such Company Shares; (iv) the amount of Taxes that are to be withheld from the Total Per Share Consideration that such Person is entitled to receive on account of such Company Shares (other than U.S. federal backup withholding Taxes that could result from failure to submit a Form W-9 or Form W-8BEN or comparable withholding documentation); (v) the Total Per Share Consideration that such Person is entitled to receive on account of such Company Shares; (vi) the Pro Rata Portion of such Person as of the Closing Payment Fund Effective Time, (vii) bank account and other wire transfer information and instructions of such Person and an address to which any amounts check should be mailed to be released such Person (solely with respect to Company Shareholders who have submitted Exchange Documents in advance); and (viii) such other additional information which Buyer may reasonably request in order to facilitate the Company Securityholders from the Escrow Fund or the Representative Expense Fund (if any), including each such Company Securityholder’s Pro Rata Sharepayments contemplated hereby; (ii) With with respect to each Company ShareholderOptionholder: (i) the name, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Companyaddress, social security number, identification card number (or tax identification number, as applicable, and as permitted under governing data privacy law), jurisdiction of Tax residence, and (Bif available) e-mail address of such Person, and an indication as to whether such Person is a Continuing Employee, Non-Continuing Employee or non-employee advisor to the Company; (ii) whether such Person is an employee, consultant or director of the Company; (iii) the grant date of each Company Option held by such Person and expiration date of each such Company Option (if applicable); (iv) whether each such Company Option (if applicable) was granted pursuant to a Company Employee Plan, and the name of such Company Employee Plan; (v) the vesting schedule (including all acceleration provisions) applicable to each such Company Option and the extent to which each such Company Option is vested as of immediately prior to the Effective Time; (vi) the exercise price per share and the number, class class, status as book-entry and series of shares of Company Shares held by underlying each such Person, Company Option; (Cvii) the respective certificate number(sportion of the Total Per Share Consideration that such Person is entitled to receive, if any, on account of all Vested Company Options and the number of Buyer Options that such Person is entitled to receive, if any, on account of all Unvested Company Options; (viii) representing such shares, (D) the respective date(s) of acquisition Pro Rata Portion of such Company Shares, (E) to the Knowledge Person as of the Effective Time, and (ix) whether payment to such Person can and should be made through the Company’s normal payroll processes and, whether if not, bank account and other wire transfer information and instructions of such Person and an address to which any check should be mailed to such Person (solely with respect to Company Shareholder filed an election under Section 83(bOptionholders who have submitted Exchange Documents in advance); and (x) of such other additional information which Buyer may reasonably request in order to facilitate 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; andpayments contemplated hereby; (iii) With with respect to each holder of a Company OptionRSU Holder: (i) the name, (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Companyaddress, social security number, identification card number (or tax identification number, as applicable, and as permitted under governing data privacy law), jurisdiction of Tax residence, and (Bif available) e-mail address of such Person, and an indication as to whether such Person is a Continuing Employee, Non-Continuing Employee or non-employee advisor to the Company; (ii) whether such Person is an employee, consultant or director of the Company; (iii) the number grant date of each Company RSU held by such Person; (iv) whether each such Company Option (if applicable) was granted pursuant to a Company Employee Plan, and the name of such Company Employee Plan; (v) the vesting schedule (including all acceleration provisions) applicable to each such Company RSU; (vi) the number, class, status as book-entry and series of shares of Company Shares underlying each such Company Option held by such Person, RSU; (Cvii) the respective exercise price per share number of Buyer RSUs that such Person is entitled to receive, if any, on account of all Company Option, RSUs; and (Dviii) such other additional information which Buyer may reasonably request in order to facilitate the respective grant date(s) of such Company Option, payments contemplated hereby; (E) the respective vesting arrangement(siv) with respect to any Unvested Company Options, each Founder and Key Executive: (Fi) whether the holder aggregate portion of the Total Closing Consideration to be paid to such Company Option is a Continuing Employee, Person; (Gii) whether the Holdback Consideration Amount to be held back from such Company Option is an incentive stock option or a non-qualified stock option (as applicable), Person; and (Hiii) with respect such other additional information which Buyer may reasonably request in order to any Option held by an Israeli employee, officer, director or consultant of facilitate 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,payments contemplated hereby; and (ivv) 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 a calculation of the Company and aggregate portion of 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 Total Closing Consideration 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 paid to any Company Securityholder or any other Person in the event there are any inaccuracies contained in the Payment SpreadsheetPerson. (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, the Company shall deliver to Parent a payment spreadsheet file (the “Payment Spreadsheet”) setting forth which includes the following information:information (which, for the avoidance of doubt, may be specified on one or multiple tabs): (i) The distribution to the Company Securityholders amount and calculation of the Base Consideration, the Total Consideration, the Total Closing Payment Fund Consideration 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 ShareTotal Closing Residual Consideration; (ii) With the amount of the aggregate Series A-2 Liquidation Amount in respect of all outstanding shares of the Company Series A-2 Preferred Stock; (iii) the number of Total Outstanding Common Shares; (iv) the amount and calculation of the Closing Per Option Amount with respect to each Vested Company Option; (v) the amount and calculation of the Closing Per Warrant Amount with respect to each Company Shareholder, Warrant; (vi) the Holdback Amount to be held back by Parent in respect of each Holder’s Aggregate Pro Rata Portion; (vii) the Aggregate Pro Rata Portion of the Representative Expense Fund in respect of each Holder; (viii) the Aggregate Exercise Amount; (ix) with respect to each Stockholder: (A) the name and email address of such Person’s address (if and as reflected in the Company’s records) Stockholder, and, if available to available, the Company, social security number, identification card number or tax identification number, as applicablemailing address of such Stockholder, (B) whether such Stockholder is a current or former Employee of the Company (or any Subsidiary), (C) the number, class and series of shares of Company Shares Capital Stock held by such Person, (C) Stockholder and 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 Book Entry number, as applicable, (D) the date of acquisition of such shares, (E) whether any Taxes are to be withheld in accordance with Section 1.9 that such Stockholder is entitled to receive pursuant to Section 1.6(b), (F) the cash consideration that such Stockholder is entitled to receive at the Closing pursuant to Section 1.6(b) (on a certificate-by-certificate basis and in the aggregate), (G) the Pro Rata Portion of such Stockholder, (H) the amount of cash to be held back by Parent in respect of the Holdback Amount and the amount of cash to be deemed deposited in the Representative Expense Fund (on a certificate-by-certificate basis based on such Stockholder’s Pro Rata Portion with respect to each such certificate and on an aggregate basis based on such Stockholder’s Aggregate Pro Rata Portion), (I) such Stockholder’s Loan Repayment Amount, if any, and (J) the net cash amounts to be paid to such Stockholder at the Closing after giving effect to the foregoing clauses (H and I) (on a certificate-by-certificate basis and in the aggregate); (x) with respect to each Optionholder: (A) the name and email address of such Optionholder, and, if available, the mailing address of such Optionholder, (B) whether such holder is a current or former employee of the number of Company Shares underlying each Company Option held by such Person(or any Subsidiary), (C) the respective number of shares of Company Common Stock subject to and the exercise price per share of such in effect for each Company OptionOption (broken out on an option-by-option basis), (D) the respective grant date(s) date of such Company Option, (E) the respective vesting arrangement(sschedule (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) whether any Taxes are to be withheld in accordance with Section 1.9 that such Optionholder is entitled to receive pursuant to Section 1.6(b), (G) the cash consideration that such holder is entitled to receive at Closing pursuant to Section 1.6(b) based on such Optionholder’s Pro Rata Portion, (H) the Pro Rata Portion of such Optionholder, (I) the amount of cash to be held back by Parent in respect of the Holdback Amount and the amount of cash to be deemed deposited in the Representative Expense Fund (on an option-by-option basis based on such Optionholder’s Pro Rata Portion with respect to each such option and in the aggregate based on such Optionholder’s Aggregate Pro Rata Portion) on behalf of such Optionholder, and (J) the net cash amounts to be paid to such holder at the Closing after giving effect to the foregoing clause (I) (on an option-by-option basis and in the aggregate); (xi) with respect to any Unvested share of Company OptionsCapital Stock or any other security of the Company, that, in each case, would be deemed a “covered security” under Treasury Regulations Section 1.6045-1(a)(15), such holder’s date of acquisition and adjusted basis in such shares; (xii) with respect to each Warrantholder: (A) the name and email address of such Warrantholder, and, if available, the mailing address of such Warrantholder, (B) whether such holder is a current or former Employee of the Company (or any Subsidiary), (C) the number of shares of Company Common Stock subject to and the exercise price per share in effect for each Company Warrant (broken out on an option-by-option basis), (D) the grant date of such Company Warrant, (E) the vesting schedule (including all acceleration provisions) applicable to such Company Warrant and the extent to which such Company Warrant is vested as of immediately prior to the Effective Time, (F) whether the cash consideration that such holder of such Company Option is a Continuing Employee, entitled to receive at the Closing pursuant to Section 1.6(b) (on an warrant-by-warrant basis and in the aggregate) and (G) whether the Pro Rata Portion of such Company Option is Warrantholder; (H) the amount of cash to be held back by Parent in respect of the Holdback Amount and the amount of cash to be deemed deposited in the Representative Expense Fund (on an incentive stock option or a nonwarrant-qualified stock option (as applicable)by-warrant basis based on such Warrantholder’s Pro Rata Portion with respect to each such warrant and in the aggregate based on such Warrantholder’s Aggregate Pro Rata Portion) on behalf of such Warrantholder, and (I) the net cash amounts to be paid to such holder at the Closing after giving effect to the foregoing clause (H) with respect to any Option held by (on an Israeli employee, officer, director or consultant of warrant-by-warrant basis and in 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,; andaggregate); (ivxiii) With respect a funds flow spreadsheet, in form and substance reasonably satisfactory to each Company WarrantholderParent, showing: (i) the aggregate amount of cash to be delivered by Parent to: (A) such Person’s address (if and as reflected in the Company’s records) and, if available Paying Agent pursuant to the Company, social security number, identification card number or tax identification number, as applicableSection 1.8(b)(i), (B) the number of Company Shares underlying each Company Warrant held by such PersonSurviving Corporation pursuant to Section 1.8(b)(ii), and (C) the respective exercise price per share of such Company WarrantRepresentative pursuant to this Agreement and (ii) wire transfer instructions for each payment to be made by Parent or the Paying Agent reflected therein, including wire transfer instructions with respect to (DA) the respective grant date(sCompany’s third party payroll provider and (B) payments to be made to third parties in respect 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 Specified Liabilities. Amounts set forth in the Payment Spreadsheet shall be deemed to be representations and warranties of calculated by the Company in accordance with the Charter Documents, as applicable. Parent and the Paying Agent may rely upon the Payment Spreadsheet, and in no event will Parent, the Paying Agent or any of their respective Affiliates (including the Surviving Corporation) have any liability to Buyer hereunder any Holder or other Person on account of payments made as in accordance with the terms 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 and as set forth on 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 four (a4) Attached Business Days prior to this Agreement as Exhibit K is the Closing (with an update to be delivered on the day prior to the Closing based on the updated Parent Trading Price), the Company shall deliver to Parent a payment spreadsheet (the “Payment Spreadsheet”) setting forth the following information, in form and substance reasonably satisfactory to Parent and accompanied by documentation reasonably satisfactory to Parent in support of the information set forth therein: (i) The distribution to the Company Securityholders calculation of the Closing Payment Fund Total Common Consideration, the Total Common Cash Consideration, the Total Common Stock Consideration, the Total Consideration 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 Shareall components thereof; (ii) With calculation of the Parent Trading Price, the Per Share Common Cash Consideration, the Per Share Common Stock Consideration, the Per Share Series B Liquidation Stock Consideration, the Per Share Series C Liquidation Stock Consideration, the Series B Aggregate Liquidation Preference, and the Series C Aggregate Liquidation Preference; (iii) with respect to each Company Shareholder, Stockholder: (A) the name and address of such Person’s address (if and as reflected in holder on record with the Company’s records) Company 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 a current or former employee of the Company and whether such holder is a Key Employee, (C) the number, class and series of all shares of Company Shares Capital Stock held by such Person, (C) holder and the respective certificate number(s) representing numbers of all certificates evidencing all such shares, (D) with respect to any shares of Company Capital Stock held by such Stockholder that were issued on or after January 1, 2011 and that are “covered securities” within the respective date(s) meaning of Treasury Regulations §1.6045-1(a)(15), the date of acquisition of all such Company Shares, (E) to shares and 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 adjusted 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 basis of such Company Option, (D) the respective grant date(s) of such Company Optionshares, (E) the respective vesting arrangement(s) with respect to number of any Unvested Company Optionssuch shares that are Dissenting Shares, (F) whether any Taxes are required to be withheld in accordance with Section 2.4 from the consideration that such holder is entitled to receive pursuant to Section 1.3(b)(i) or Section 1.3(b)(ii) by reason of the performance of services by such Company Option is a Continuing Employeeholder, (G) such Stockholder’s Loan Repayment Amount, if any, (H) the cash consideration that such holder is entitled to receive pursuant to Section 1.3(b)(i) (on a certificate-by-certificate basis and in the aggregate), (I) the stock consideration that such holder is entitled to receive pursuant to Section 1.3(b)(i) (on a certificate-by-certificate basis and in the aggregate), (J) the aggregate Merger Consideration that such holder is entitled to receive pursuant to Section 1.3(b)(i) (on a certificate-by-certificate basis and in the aggregate), net of (x) the amount of cash to be held by the Escrow Agent as part of the Escrow Amount pursuant to Section 2.3(b)(ii), (y) such Stockholder’s Loan Repayment Amount, if any, and (z) the amount of cash to be deposited into the Representative Expense Fund on behalf of such holder pursuant to Section 2.3(b)(iii), (K) whether such holder is an Accredited Investor (based on the questionnaire submitted by such holder or at the direction of Parent in accordance with Section 7.9) and (L) the amount of Parent Class A Common Stock to be held by the Escrow Agent as part of the Escrow Amount and the amount of cash to be retained by Parent as the Escrow Amount and the amount of cash to be deposited into the Representative Expense Fund on behalf of such holder pursuant to Section 2.3(b)(ii), Article IX and Section 2.3(b)(iii), respectively and such Stockholder’s Pro Rata Portion in the Escrow Amount and the Representative Expense Fund; and (iv) with respect to each Company Option: (A) the name and address of the holder thereof on record with the Company and, if available, the e-mail address of such holder, (B) whether such Company Option is an incentive stock option Employee Option or a nonNon-qualified stock option (as applicable)Employee Option, 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 grant date and expiration date thereof, (D) whether such Company Option was granted pursuant to the 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 (taking into account any Company Option (or portion thereof) that, as a result of the First Merger and pursuant to this Agreement 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, class and series of shares of Company Capital Stock underlying such Company Option immediately prior to the Closing, (G) whether such holder is a Continuing Employee or a Non-Continuing Employee, (H) the Pro Rata Portion of the holder of such Company WarrantOption, (DI) the respective grant date(s) amount of cash to be retained by Parent as the Escrow Amount and the amount of cash to be deposited into the Representative Expense Fund on behalf of the holder of such Company Warrant. Option pursuant to Section 2.3(b)(ii) and Section 2.3(b)(iii), respectively, and (bJ) Each the Option Consideration that such holder is entitled to receive in accordance with Section 1.3(c)(i), if any, net of the Company amount of cash to be retained by Parent as Escrow Amount 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 amount of making any payments hereunder. (c) The disclosures in the Payment Spreadsheet shall be deemed cash to be representations deposited into the Representative Expense Fund on behalf of such holder pursuant to pursuant to Section 2.3(b)(ii) 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 AgreementSection 2.3(b)(iii), 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 Buyerrespectively.

Payment Spreadsheet. (a) Attached Prior to this Agreement as Exhibit K is the Closing, the Company shall deliver to Parent a payment spreadsheet (the “Payment Spreadsheet”) setting forth the following informationforth: (i) The distribution to the Company Securityholders amount of the Closing Payment Fund Total Consideration, the Total Cash Consideration, 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 ShareTotal Stock Consideration; (ii) With the amount of the Per Share Total Consideration Value, the Per Share Escrow Consideration, the Per Share Stockholder Closing Cash Consideration, the Per Share Stockholder Closing Stock Consideration, the Per Share Series B Stockholder Closing Stock Consideration, the Per Share Common Stockholder Closing Cash Consideration, the Per Share Common Stockholder Closing Stock Consideration, the Per Share Representative Fund Consideration and the Option Exchange Ratio; (iii) the number of Total Outstanding Shares; (iv) with respect to each Company Shareholder, Stockholder: (A) the name and address of 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 applicableholder, (B) whether such holder is a current or former employee of the Company (or any Subsidiary), (C) 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 sharesnumber, (D) the respective date(s) date of acquisition of such Company Sharesshares and, with respect to any share or security that, in each case, would be deemed a “covered security” under Treasury Regulations Section 1.6045-1(a)(15), the adjusted tax basis of such shares, (E) the cash consideration that such holder is entitled to receive pursuant to Section 1.6(b) and may be entitled to receive pursuant to Section 1.6(b) (on a certificate-by-certificate basis and in the Knowledge aggregate (as applicable)), (F) the stock consideration that such holder may be entitled to receive pursuant to Section 1.6(b) (on a certificate-by-certificate basis and in the aggregate), (G) the Pro Rata Portion of the Companysuch holder, whether such Company Shareholder filed an election under Section 83(b) of the Code (H) the identification amount of cash to be deposited into the Escrow Fund and the amount of cash to be deposited in the Representative Fund, in each case, on behalf of such holder pursuant to this Agreement, and (I) the net cash and stock amounts to be paid to such holder at Closing after giving effect to the foregoing clause (H) (on a certificate-by-certificate basis and in the aggregate), (J) the amount of any shares withholding due on any payment (assuming, solely for purposes of preparing the Payment Spreadsheet, that were purchased upon exercise such Stockholder has delivered to the Exchange Agent the appropriate Form W-8, Form W-9 or similar tax form indicating that no withholding is required) and (K) such other information as required by the Exchange Agent in the form of share options that were exercised within 12 months spreadsheet provided to the Company prior to the Closingdate hereof; and (iiiv) With with respect to each holder of a Company OptionOptions, (A) such Personholder’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 shares of Company Shares Capital Stock underlying each Company Option held by such Person, holder; (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, ; (GF) whether such Company Option is an incentive stock option or a non-qualified stock option option; (G) the total number of such holder’s Company Options that will be Unvested Company Options as applicable), and of immediately prior to the First Merger Effective Time; (H) the total number of such holder’s Company Options that will be Vested Company Options as of immediately prior to the First Merger Effective Time; (I) in the case of Unvested Company Options, the respective vesting arrangement(s) with respect to any Option held by an Israeli employee, officer, director or consultant of the Companysuch Unvested Company Options, a description listing 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 shares that will vest each month following the Closing Date, the date on which such vesting will occur, the per share exercise price applicable to such Company Shares underlying each Options after being assumed by Parent and the number of shares of Parent Common Stock applicable to such Company Warrant held Options after being assumed by Parent; (J) the amount of cash, if any, to be paid to such Personholder pursuant to Section 1.6(b) in respect of such Company Options, (K) the amount of cash, if any, to be paid by or on behalf of the Company Optionholder in settlement of Tax withholding obligations and outstanding loans between the Company and such Company Optionholder, and (CL) such other information as the respective exercise price per share of such Company Warrant, (D) Exchange Agent or Parent may reasonably request in order to facilitate 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 made pursuant 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 SpreadsheetSection 1.8. (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 10 Business Days prior to this Agreement as Exhibit K is the scheduled Closing Date, the Company shall prepare a draft payment spreadsheet in a form reasonably acceptable to Parent and the Paying Agent (the “Payment Spreadsheet”) setting ), which shall set forth the following informationinformation as of the Closing: (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)“Merger Consideration”, including a separate line item for each such Company Securityholder’s Pro Rata Shareadjustment thereto in accordance with the definition of “Merger Consideration” hereunder; (ii) A calculation of the “Per Share Merger Consideration” in accordance with the definition of “Per Share Merger Consideration” hereunder; (iii) A calculation of the “Escrow Percentage” and “Unvested Escrow Adjustment;” (iv) With respect to each Company ShareholderStockholder other than Company Stockholders who hold Unvested Company Capital Stock only, (A1) 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 applicableaddress, (B2) the number, class and series of Company Shares Capital Stock (other than shares of Unvested Company Capital Stock) held by such Person, (C3) the respective certificate number(s) representing such shares, (D4) if acquired on or after January 1, 2011, the respective date(s) of acquisition of such Company Sharesshares and such Person’s basis in such shares, (E5) the portion of the Closing Payment Fund to be paid to such Company Stockholder at the Closing in respect of such shares, (6) such Company Stockholder’s Pro Rata Share of the Vested Escrow Amount expressed as a percentage and a Dollar amount, (7) such Company Stockholder’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount, (8) 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, (H9) the identification of any shares that were purchased upon exercise of share options an incentive stock option that were was exercised within 12 twelve months prior to the Closing; andEffective Time and the ordinary income recapture amounts required to be reported to any Taxing Authority in connection therewith, and (10) such other relevant information that Parent or the Paying Agent may reasonably request; (iiiv) With respect to each holder of Unvested Company Capital Stock, (1) such Person’s address, (2) the number of shares of Unvested Company Capital Stock held by such Person, (3) the respective certificate number(s) representing such shares, (4) if acquired on or after January 1, 2011, the respective date(s) of acquisition of such shares and such Person’s basis in such shares, (5) the vesting arrangement(s) with respect to such shares, (6) the identification of any shares 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 election under Section 83(b) of the Code was timely made, (7) with respect to such shares held by Continuing Employees, the amount of cash to be retained and placed into the Continuing Employee Pool (including such Person’s Unvested Escrow Amount, a listing of the number of such shares that will vest each month following the Closing Date, the day of the month on which such vesting will occur and the payments owed to such holder in each quarter following the Closing Date (assuming, in each case, that all other vesting obligations are otherwise satisfied)), (8) such Person’s Pro Rata Share of the Unvested Escrow Amount expressed as a percentage and a Dollar amount, (9) such Person’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount, and (10) such other relevant information that Parent or the Paying Agent may reasonably request; (vi) With respect to each holder of a Company Option, (A1) 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 applicableaddress, (B2) the number of shares of Company Shares Capital Stock underlying each Company Option held by such Person, (C3) the respective exercise price per share of such Company Option, (D4) the respective grant date(s) of such Company Option, (E5) the respective vesting arrangement(s) with respect to any Unvested Company Options, (F6) whether the holder of such Company Option is a Continuing Employee, (G7) whether such Company Option is an incentive stock option or a non-qualified stock option option, (8) in the case of Vested Company Options, the portion of the Closing Payment Fund to be paid to the holder at Closing, and in the case of Unvested Company Options held by Continuing Employees, the amount of cash to be retained and placed into the Continuing Employee Pool (including such Person’s Unvested Escrow Amount, a listing of the number of shares that will vest each month following the Closing Date, the day of the month on which such vesting will occur and the payments owed to such holder in each quarter following the Closing Date (assuming, in each case, that all other vesting obligations are otherwise satisfied)), (9) such Person’s Pro Rata Share of the Vested Escrow Amount expressed as applicable)a percentage and a Dollar amount, (10) such Person’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount, and (H11) with respect to any Option held by an Israeli employee, officer, director such other relevant information that Parent 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,; andPaying Agent may reasonably request; (ivvii) With respect to each the holder of the Company WarrantholderWarrants that will be cashed out in connection with the Closing, (A1) 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 applicableaddress, (B2) the number and class and series of shares of Company Shares Capital Stock underlying each Company Warrant held by such Person, and (C3) the respective exercise price per share of such Company Warrant, (D4) the date of issuance of each Company Warrant, (5) such Person’s basis (as provided by such Person) in the shares of Company Capital Stock issuable with respect to each such Company Warrant), (6) the portion of the Closing Payment Fund to be paid to the holder at Closing, (7) such Person’s Pro Rata Share of the Vested Escrow Amount expressed as a percentage and a Dollar amount, (8) such Person’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount, and (9) such other relevant information that Parent or the Paying Agent may reasonably request; and (viii) With respect to each Continuing Employee who is a party to a Company Option Commitment Letter, (1) such Person’s address, (2) the number of shares of Company Capital Stock underlying each Company Option Commitment held by such Person, (3) the respective deemed exercise price per share of such Company Option Commitment, (4) the respective intended grant date(s) of such Company WarrantOption Commitment, (5) the respective vesting arrangement(s) with respect to such Company Option Commitment, (6) the amount of cash to be retained and placed into the Company Option Commitment Pool (including such Person’s Unvested Escrow Amount, a listing of the number of shares that will vest each month following the Closing Date, the day of the month on which such vesting will occur and the payments owed to such holder in each quarter following the Closing Date (assuming, in each case, that all other vesting obligations are otherwise satisfied)), (7) such Person’s Pro Rata Share of the Unvested Escrow Amount expressed as a percentage and a Dollar amount, (8) such Person’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount, and (9) such other relevant information that Parent or the Paying Agent may reasonably request. (b) Each of In the event that any information set forth in the Payment Spreadsheet becomes inaccurate at any time prior to the Effective Time, the Company shall deliver a revised Payment Spreadsheet, together with a new certification consistent with Section 6.9(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, Buyer Agent and Parent and its agents shall be entitled to rely on the Payment Spreadsheet for purposes of making any payments hereunder. (cd) The disclosures in At least three Business Days prior to the Payment Spreadsheet shall be deemed to be representations and warranties of scheduled Closing Date, the Company to Buyer hereunder made as shall prepare a final copy 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, certified as true, complete and correct by the aggregate exercise prices of all Company Vested Options is included Chief Executive Officer and reflected in the allocation Chief Financial Officer of the “Total Consideration” among the Company Securityholders, provided that such amount shall not be paid by BuyerCompany.

Payment Spreadsheet. (a) Attached At least three 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 true, correct and complete by the Chief Executive Officer and the Chief Financial Officer of the Company in each of their respective capacity as such, setting forth the following information: (i) The distribution to the calculation of Total Consideration, including a separate line item for each adjustment thereto in accordance with the definition of “Total Consideration” hereunder (including the Company Securityholders Net Working Capital, the Net Working Capital Surplus, if any, the Net Working Capital Shortfall, if any, the Closing Cash, the Closing Indebtedness, the unpaid Transaction Expenses, and the resulting calculation of the Closing Payment Fund and any amounts to be released to Total Consideration (the Company Securityholders from the Escrow Fund or the Representative Expense Fund (if any“Estimated Total Consideration”), including each such Company Securityholder’s Pro Rata Share; (ii) With a calculation of the Per Share Consideration and the Per Option Consideration; (iii) with respect to each Company ShareholderShareholder (other than Specified Individuals), (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, corporate I.D. number, personal I.D. number, social security number, identification card number (or tax identification number, as applicable), (B) the number, class and series of Company Shares held by such PersonPerson and whether such shares are Company 102 Shares, (C) the respective certificate number(s) representing such shares, (D) the respective date(s) portion of acquisition of the Closing Payment Fund to be paid to such Company SharesShareholder at the Closing in respect of Company Shares (separated between the Aggregate Stock Consideration and Aggregate Cash Consideration), (E) to the Knowledge such Company Shareholder’s Pro Rata Share of the Company, whether Escrow Amount expressed as a percentage and a Dollar amount and (F) such Company Shareholder filed an election under Section 83(b) Shareholder’s Pro Rata Share 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; andRepresentative Expense Amount expressed as a percentage and a Dollar amount; (iiiiv) With 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, personal I.D. number, 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) ), including with respect to any Unvested Company OptionsOptions or Promised Company Option, (F) whether the holder of such Company Option is a Continuing Employee, (G) whether such Company Option is was granted as an incentive stock option or a non-qualified stock option (as applicable), and (HG) with respect to any Company Option held by an Israeli employee, officer, director or consultant of the Company, a description of whether such Company 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 Company Option under the capital gain route or ordinary income route,; and, (H) in the case of Vested Company Options, the portion of the Closing Payment Fund to be paid to the holder at Closing (separated between the Aggregate Stock Consideration and Aggregate Cash Consideration), (I) such holder’s Pro Rata Share of the Escrow Amount (as applicable) expressed as a percentage and Dollar amount, and (J) such holder’s Pro Rata Share of the Representative Expense Amount (as applicable) expressed as a percentage and Dollar amount; (ivv) With with respect to each Company Warrantholder, Specified Individual (A) such Person’s address (if and as reflected in the Company’s records) and, if available to the Company, personal I.D. number, social security number, identification card number (or tax identification number, as applicable), (B) the number number, class and series of Company Shares underlying each Company Warrant held by such Person, and (C) the respective exercise price per share of certificate number(s) representing such Company Warrantshares, (D) the respective grant date(s) portion of the Closing Payment Fund to be paid to such Company Shareholder at the Closing in respect of such Company WarrantShares (separated between the Aggregate Stock Consideration and Aggregate Cash Consideration), (E) such Company Shareholder’s Pro Rata Share of the Escrow Amount expressed as a percentage and a Dollar amount, (F) such Company Shareholder’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount; and (G) the Holdback Amount (separated between the portion of cash and portion of the Buyer Ordinary Share). (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 8.8(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, 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 on behalf of the Company’s Chief Executive 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 the following information:): (i) The distribution to the Company Securityholders a detailed calculation of the Total Closing Payment Fund Consideration and any amounts to be released to each of the Company Securityholders from the Escrow Fund or the Representative Expense Fund (if any), including each such Company Securityholder’s Pro Rata Sharecomponents and subcomponents thereof; (ii) With a detailed calculation of the Total Share Number and the Cash Share Number and each of the components and subcomponents thereof; (iii) a detailed calculation of the Stock Award Exchange Ratio and each of the components and subcomponents thereof; provided, however, that the calculation for Acquiror Stock Price shall be provided to the Company by Acquiror; (iv) a detailed calculation of the Per Share Consideration, the Per Share Escrow & Expense Contribution, and the Per Share Closing Cash Consideration, and each of the components and subcomponents of the foregoing; (v) a detailed calculation of the Per Share Indemnity Escrow Release Consideration, and each of the components and subcomponents of the foregoing, assuming full release of the Indemnity Escrow Fund; (vi) a detailed calculation of the Per Share Adjustment Consideration assuming a Final Net Working Capital Surplus of one million ($1,000,000); (vii) with respect to each Company Shareholder, Stockholder: (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 relationship (including the entity with which such Employee has a 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 or other identifying numbers of all Company Stock Certificates or Company Book-Entries 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, if Known, 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 (x) acquired through the exercise of share options 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, or (y) issued as Company Restricted Stock, the date of grant of such shares of Company Restricted Stock, the vesting schedule of such shares of Company Restricted Stock (F) the number of any such shares that were exercised within 12 months prior are Dissenting Shares; (G) such Stockholder’s Loan Repayment Amount, if any, and whether Taxes are required to be withheld; (H) the Closingaggregate Per Share Closing Cash Consideration such Stockholder is entitled to receive pursuant to Section 1.3(b)(i) (on a certificate-by-certificate and book-entry-by-book-entry basis and in the aggregate), gross and net of such Stockholder’s Loan Repayment Amount, if any, and whether Taxes are required to be withheld; and (iiiI) With such Stockholder’s aggregate Per Share Indemnity Escrow Release Consideration and the Per Share Expense Fund Release Amount, in each case, assuming full release of the Indemnity Escrow Fund and Expense Fund, respectively, and Per Share Adjustment Consideration assuming a Final Net Working Capital Surplus of one million ($1,000,000); (J) whether such Stockholder executed and delivered a Joinder Agreement and such Stockholder’s Pro Rata Portion; (K) with respect to each holder of shares of Company Capital Stock issued on or after January 1, 2011 -9- or any other security that, in each case, is a “covered security” under Treasury Regulations Section 1.6045-1(a)(15), the cost basis of such shares or securities; and (L) whether such Stockholder is a Withholding Securityholder with respect to such Company Capital Stock; (viii) with respect to each Optionholder: (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 relationship (including the entity with which such Employee has a relationship); (C) the grant date and expiration date of each Company Option held by such Optionholder; (D) whether each such Company Option was granted pursuant to the Plans; (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 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 further vesting, right of repurchase, risk of forfeiture or other such conditions); (F) the exercise price per share and the number, class and series of shares of Company Capital Stock underlying each such Company Option immediately prior to the Effective Time; (G) whether each such Company Option is a Vested Company Option or an Unvested Company Option and an In-the-Money Company Option or an Out-of-the-Money Company Option; (H) whether each such Company Options qualifies as incentive stock options as defined in Section 422 of the Code or nonstatutory stock options; (I) such Optionholder’s Loan Repayment Amount, if any, and whether any Taxes are required to be withheld; (J) if a Vested Company Option, the aggregate Per Share Closing Cash Consideration such Optionholder is entitled to receive pursuant to Section 1.3(c)(i) (on an option-by-option basis and in the aggregate), gross and net of such Optionholder’s Loan Repayment Amount, if any, exercise price, and whether Taxes are required to be withheld; (K) if an Unvested Company Option, the aggregate number of shares of Acquiror Common Stock subject to an Assumed Company Option, the per share exercise price of such Assumed Company Option, and the vesting schedule (including number of shares vesting per vesting period) of such Assumed Company Option; (L) if a Vested Company Option, such Optionholder’s aggregate Per Share Indemnity Escrow Release Consideration and the Per Share Expense Fund Release Amount, in each case, assuming full release of the Indemnity Escrow Fund and Expense Fund, respectively, and Per Share Adjustment Consideration assuming a Final Net Working Capital Surplus of one million ($1,000,000); (M) whether such Optionholder executed and delivered a Joinder Agreement and such Optionholder’s Pro Rata Portion; and (N) whether such Optionholder is a Withholding Securityholder with respect to such Company Options; (ix) with respect to each Warrantholder: (A) such Person’s the name, address of record, e-mail address (if available), jurisdiction of Tax residence of such Warrantholder (if available); (B) whether such Warrantholder is an Employee and the nature of any such relationship (including the entity with which such Employee has a relationship); (C) the issue date and expiration date of each Company Warrant held by such Warrantholder; (D) the vesting schedule (including all acceleration provisions) applicable to each such Company Warrant and the extent to which each such Company Warrant is vested as reflected of immediately prior to the Effective Time (taking into account any Company Warrant (or portion thereof) that, as a result of the Merger will accelerate in full and no longer be subject to any further vesting, right of repurchase, risk of forfeiture or other such conditions); (E) the exercise price per share and the number, class and series of shares of Company Capital Stock underlying each such Company Warrant immediately prior to the Effective Time; (F) whether each such Company Warrant is an In-the-Money Company Warrant or an Out-of-the-Money Company Warrant; (G) such Warrantholder’s Loan Repayment Amount, if any, and whether Taxes are required to be withheld; (H) the aggregate Per Share Closing Cash Consideration such Warrantholder is entitled to receive pursuant to Section 1.3(d)(i) (on a warrant-by-warrant basis and in the Companyaggregate), gross and net of such Warrantholder’s records) andLoan Repayment Amount, if available any, exercise price, and whether Taxes are required to be withheld; (I) such Warrantholder’s aggregate Per Share Indemnity Escrow Release Consideration and the CompanyPer Share Expense Fund Release Amount, social security numberin each case, identification card number or tax identification numberassuming full release of the Indemnity Escrow Fund and Expense Fund, as applicablerespectively, and Per Share Adjustment Consideration assuming a Final Net Working Capital Surplus of one million ($1,000,000); (J) whether such Warrantholder executed and delivered a Joinder Agreement and such Warrantholder’s Pro Rata Portion; and (K) whether such Warrantholder is a Withholding Securityholder with respect to such Company Warrant; (x) with respect to each recipient of a Promised Option: (A) the name, address of record, e-mail address (if available), jurisdiction of Tax residence of such recipient of a Promised Option; (B) the number of shares of Company Shares underlying each Company Common Stock subject of such Promised Option held by and that portion of the Promised Option Value attributable to such Person, shares; (C) the respective exercise price per share number of shares of Acquiror Common Stock subject to such Company Option, recipient’s Acquiror RSU Award to be granted (assuming such recipient is a Continuing Employee); and (D) the respective grant date(svesting schedule (including number of shares vesting per vesting period) of for such Company OptionAcquiror RSU Award; (xi) wire or other payment instructions for all amounts to be paid by Acquiror in accordance with this Agreement, (E) including any Third Party Expenses and Closing Indebtedness that Acquiror is to pay, or cause to be paid, following 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 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, (Axii) 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 Warrant held payments 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. At least three (a3) Attached Business Days prior to this Agreement as Exhibit K is the Closing, the Company shall deliver to Acquiror a payment spreadsheet (the “Payment Spreadsheet”) setting forth the following information, in form and substance reasonably satisfactory to Acquiror and accompanied by documentation reasonably satisfactory to Acquiror in support of the information set forth therein: (i) The distribution to the Company Securityholders calculation of the Closing Payment Fund Total Consideration 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 Shareall components thereof; (ii) With calculation of the Per Share Consideration and the Exchange Ratio; (iii) with respect to each Company Shareholder, Stockholder: (A) the name and address of 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 applicableholder, (B) whether such holder is a current or former employee of the Company and whether such holder is a Key Employee, (C) the number, class and series of all shares of Company Shares Capital Stock held by such Person, (C) holder and the respective certificate number(s) representing numbers of all certificates evidencing all such shares, (D) the respective date(s) date of acquisition of all shares of Company Capital Stock held by such Stockholder and, with respect to any shares of Company SharesCapital Stock issued on or after January 1, 2011 and any other securities that, in each case, constitute “covered securities” within the meaning of Treasury Regulations §1.6045 1(a)(15), the adjusted tax basis of such shares, (E) the number of any such shares that are Dissenting Shares, (F) any Taxes that are required to be withheld in accordance with Section ‎2.4 from the Knowledge of the Companyconsideration that such holder is entitled to receive pursuant to Section 1.3(b)(i), whether (G) such Company Shareholder filed an election under Section 83(b) of the Code Stockholder’s Loan Repayment Amount, if any, (H) the identification aggregate Merger Consideration that such holder is entitled to receive pursuant to Sections 1.3(b)(i) (on a certificate-by-certificate basis and in the aggregate), net of (x) the amount of cash to be deposited into the Escrow Fund on behalf of such holder pursuant to Article IX and the Representative Expense Fund pursuant to Section 2.3(b)(iii), and (y) such Stockholder’s Loan Repayment Amount, if any shares that were purchased upon exercise and (I) the amount of share options that were exercised within 12 months prior cash to be deposited into the Closing; andEscrow Fund and the Representative Expense Fund on behalf of such holder pursuant to Article IX and Section 2.3(b)(iii), respectively and such Stockholder’s Pro Rata Portion in the Escrow Fund and the Representative Expense Fund; (iiiiv) With 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) and, if available to the Company, social security number, identification card number or tax identification number, as applicableholder thereof, (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, (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 (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 further vesting, right of repurchase, risk of forfeiture or other such conditions), (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 a Continuing Employee or a Non-Continuing Employee, (H) the number of shares of Acquiror Common Stock that will be subject to such Company Option following the Closing in accordance with Section 1.3(c), if applicable, (I) the exercise price per share of such Company OptionOption following the Closing in accordance with Section 1.3(c), if applicable, (DJ) the respective grant date(s) net cash consideration that such holder is entitled to receive in accordance with Section 1.3(c), if any, net of the amount of cash to be deposited into the Escrow Fund and the Representative Expense Fund on behalf of such Company Optionholder pursuant to Article IX and Section 2.3(b)(iii), respectively, and (EK) the respective vesting arrangement(s) with respect amount of cash to any Unvested Company Options, (F) whether be deposited into the Escrow Fund and the Representative Expense Fund on behalf of the holder of such Company Option pursuant to Article IX and Section 2.3(b)(iii), respectively, and such holder’s the Pro Rata Portion in the Escrow Fund and Representative Expense Fund; and (v) with respect to each Company Option Commitment: (A) the name and address of the holder thereof, (B) whether such holder is an employee, consultant, director or officer of the Company or any Subsidiary, (C) the deemed vesting commencement date, (D) the deemed vesting schedule applicable to such Company Option Commitment, (E) the deemed exercise price per share and the number of shares of Company Common Stock underlying such Company Option Commitment immediately prior to the Closing, (F) whether such holder is a Continuing Employee or a Non-Continuing Employee, (G) the value of the Acquiror Restricted Stock Unit Award to be granted in respect of such Company Option Commitment pursuant to Section 7.6(a)(ii) and (H) whether such Company Option Commitment is an incentive stock option a Post-Closing Hire Option Commitment or a nonPre-qualified stock option (as applicable), and (H) with respect to any Closing Hire 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 WarrantCommitment. (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 No later than one (1) Business Day prior to this Agreement as Exhibit K is the Closing Date, the Company shall deliver to Parent and the Paying Agent a final payment spreadsheet (the “"Payment Spreadsheet”") setting forth the Company's good faith calculations of the following information:(in each case, based on the calculation of the Estimated Merger Consideration set forth in the Pre-Closing Statement and the draft Payment Spreadsheet as modified pursuant to Section 4.4(b) below): -49- **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** (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)Estimated Merger Consideration, including each such Company Securityholder’s Pro Rata Sharecomponent thereof; (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 calculation 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; andPer Share Common Closing Merger Consideration; (iii) With the calculation of the Aggregate Closing Stockholder Proceeds; (iv) the calculations of the Aggregate Closing Option Proceeds, the Estimated Tax Refund Amount, and the Closing Tax Refund Payments; (v) the number of Fully Diluted Shares as of the Effective Time based on the Initial Consideration; (vi) with respect to each holder of a Company Option, Stockholder (A) such Person’s address (if and as reflected in the Company’s records) name and, if available to the Companyavailable, social security number, identification card number or tax identification number, as applicableaddress of such Stockholder, (B) the number of shares of Company Shares underlying each Company Option Capital Stock held by such PersonStockholder and the certificate numbers in respect thereof, (C) the respective exercise price per share consideration that such Stockholder is entitled to receive pursuant to Section 1.6(b) (Effect of such Merger on Company OptionCapital Stock), (D) the respective grant date(s) of aggregate amount to be deliveredat Closing to such Company OptionStockholder, (E) the respective vesting arrangement(spercentage of any Positive Adjustment and any amounts to be disbursed to Securityholders out of the Adjustment Escrow Fund and/or the Seller Representative Fund (in each case, as applicable) to which each such Stockholder is entitled, (F) the percentage of any Per Share Tax Refund Amount to which each such Stockholder would be entitled under Section 4.13(j) (Transaction Tax Deductions), assuming the Pro Rata Portion as of the Effective Time, and (G) such Stockholder's Pro Rata Portion as of the Effective Time; and (vii) 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, Optionholder (A) such Person’s address (if and as reflected in the Company’s records) name and, if available to the Companyavailable, social security number, identification card number or tax identification number, as applicableaddress of such holder, (B) the exercise price per share and the number of shares of Company Shares Capital Stock underlying each such Company Warrant held by such PersonOption immediately prior to the Effective Time, and (C) the respective exercise price per share Option Closing Consideration that such Optionholder is entitled to receive pursuant to Section 1.6(c) (Effect of Merger on Company Options) (subject to Section 1.6(d) (Withholding Taxes)), and, if applicable, t11eClosing Tax Refund Payments that such Company WarrantOptionholder is entitled to receive pursuant to Section 4.13(j) (Transaction Tax Deductions), (D) the respective grant date(saggregate amount to be delivered by the Surviving Corporation following the Closing to such Optionholder, (E) the percentage of any Positive Adjustment and any amounts to be disbursedto Securityholders out of the Adjustment Escrow Fund and/or the Seller Representative Fund (in each case, as applicable) to which each such Company WarrantOptionholder is entitled, (F) the percentage of any Per Share Tax Refund Amount to which each such Optionholder would be entitled under Section 4.13(i) (Transaction Tax Deductions), assuming the Pro Rata Portion as of the Effective Time, and (G) such Optionholder's Pro Rata Portion as of the Effective Time. (b) Each No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver, or cause to be prepared and delivered, to Parent, a draft of the Company and Payment Spreadsheet (based on the Contributing Securityholders acknowledges and agrees that calculation of the Paying Agent, Escrow Agent, Buyer and its agents Estimated Merger Consideration set forth in the Pre-Closing Statement). Parent shall be entitled to rely review, and the Company shall -50- **MSPSC Electronic Copy ** 2016-UA-186 Filed on 09/23/2016 ** consider in good faith, and update with respect to, the reasonable comments of Parent on, the draft Payment Spreadsheet. The Payment Spreadsheet for purposes of making any payments hereunder. delivered pursuant to Section 4.4(a) (cContents ofPayment Spreadsheet) The disclosures in the Payment Spreadsheet shall be deemed based upon the draftPayment Spreadsheet delivered pursuant to be representations this Section 4.4(b) after the Company's good faith consideration of, 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 Closingupdates with respect to, the Companyreasonable comments of Parent thereon. Parent, the Surviving Corporation and the Paying Agent and their respective Affiliates shall have no Liability liability to any Company current, former or alleged Securityholder for relying on or any other Person paying the Merger Consideration in the event there are any inaccuracies contained in accordance with 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 Prior to this Agreement as Exhibit K is the Closing, the Company shall deliver to Parent a payment spreadsheet or spreadsheets (the “Payment Spreadsheet”) setting forth the following informationforth: (i) The distribution to the Company Securityholders amount of the Closing Payment Fund Total Consideration, the Total Cash Consideration, 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 ShareTotal Stock Consideration; (ii) With the amount of the Per Share Total Consideration Value, the Per Share Escrow Consideration, the Per Share Stockholder Closing Cash Consideration, the Per Share Stockholder Closing Stock Consideration, the Per Share Representative Fund Consideration and the Option Exchange Ratio; (iii) the number of Total Outstanding Shares; (iv) with respect to each Company Shareholder, Stockholder: (A) the name and address of such Person’s address holder, (if and as reflected in the Company’s recordsB) and, if available to 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 sharesnumber, (D) the respective date(s) date of acquisition of such Company Sharesshares and, with respect to any share or security that, in each case, would be deemed a “covered security” under Treasury Regulations Section 1.6045-1(a)(15), the adjusted tax basis of such shares, (E) the cash consideration that such holder is entitled to receive pursuant to Section 1.6(b) (on a certificate-by-certificate basis and in the Knowledge aggregate (as applicable)), (F) the stock consideration that such holder may be entitled to receive pursuant to Section 1.6(b) (on a certificate-by-certificate basis and in the aggregate), (G) the Pro Rata Portion of the Companysuch holder, whether such Company Shareholder filed an election under Section 83(b) of the Code (H) the identification amount of cash to be deposited into the Escrow Fund and the amount of cash to be deposited into the Representative Fund, in each case, on behalf of such holder pursuant to this Agreement, (I) the Consideration Holdback Amount of such holder and the number of shares of Parent Common Stock to be withheld and deposited with the Escrow Agent pursuant to the Consideration Holdback Agreement, on behalf of such holder, (J) the net cash and stock amounts to be paid to such holder at Closing after giving effect to the foregoing clauses (H) and (I) (on a certificate-by-certificate basis and in the aggregate), (K) the amount of any shares withholding due on any payment (assuming, solely for purposes of preparing the Payment Spreadsheet, that were purchased upon exercise such Stockholder has delivered to the Exchange Agent the appropriate IRS Form W-8 or IRS Form W-9, as applicable, indicating that no withholding is required), and (L) such other information as required by the Exchange Agent in the form of share options that were exercised within 12 months spreadsheet provided to the Company prior to the Closingdate hereof; and (iiiv) With with respect to each holder of a Company OptionOptions, (A) such Personholder’s address (if name 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, address; (B) the number of shares of Company Shares Capital Stock underlying each Company Option held by such Person, holder; (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, ; (GF) whether such Company Option is an incentive stock option or a non-qualified stock option option; (G) the total number of such holder’s Company Options that will be Unvested Company Options as of immediately prior to the First Merger Effective Time (including, if applicable, Company Options that will be revested at the Closing pursuant to an Option Vesting Amendment), and ; (H) the total number of such holder’s Company Options that will be Vested Company Options as of immediately prior to the First Merger Effective Time; (I) in the case of Unvested Company Options, the respective vesting arrangement(s) (including vesting start date(s)) with respect to any Option held such Unvested Company Options, the per share exercise price applicable to such Company Options after being assumed by an Israeli employeeParent and the number of shares of Parent Common Stock applicable to such Company Options after being assumed by Parent; (J) the amount of cash, officerif any, director or consultant to be paid to such holder pursuant to Section 1.6(b) in respect of the Companysuch Company Options, a description of whether such Option was granted under Section 102 or Section 3(i(K) of the Israel Tax Ordinance and with respect to the Vested Company 102 Options whether an election was made Options, the amount of cash to treat be deposited into the Escrow Fund and the amount of cash to be deposited into the Representative Fund, in each case, on behalf of such Option under the capital gain route or ordinary income route,; and (iv) With respect holder pursuant to each Company Warrantholderthis Agreement, (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, (BL) the number amount of any cash required to be paid by or on behalf of the Company Shares underlying each Optionholder in settlement of any Tax withholding obligations and outstanding loans between the Company Warrant held by and such PersonCompany Optionholder, and (CM) such other information as the respective exercise price per share of such Company Warrant, (D) Exchange Agent or Parent may reasonably request in order to facilitate 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 made pursuant 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 SpreadsheetSection 1.8. (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. (a) Attached Prior to this Agreement as Exhibit K is the Closing, the Company shall deliver to Parent a payment spreadsheet (the “Payment Spreadsheet”) setting forth the following informationforth: (i) The distribution to the Company Securityholders amount of the Closing Payment Fund Total Consideration, the Total Cash Consideration, 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 ShareTotal Stock Consideration; (ii) With the amount of the Per Share Total Consideration Value, the Per Share Escrow Consideration, the Per Share Escrow Cash Consideration, the Per Share Escrow Stock Consideration, the Per Share Stockholder Closing Cash Consideration, the Per Share Stockholder Closing Stock Consideration, Per Share Earnout Consideration, and the Per Share Representative Fund Consideration; (iii) the number of Total Outstanding Shares; (iv) with respect to each Company Shareholder, Stockholder: (A) the name, address and email address of such Person’s address holder, (if and as reflected in the Company’s recordsB) and, if available to 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 sharesnumber, (D) the respective date(s) date of acquisition of such Company Sharesshares and, with respect to any share or security that, in each case, would be deemed a “covered security” under Treasury Regulations Section 1.6045-1(a)(15), the amount paid for such shares, (E) the cash consideration that such holder is entitled to receive pursuant to Section 1.6(b) and may be entitled to receive pursuant to Section 1.6(b) (on a certificate-by-certificate basis and in the Knowledge aggregate (as applicable)), (F) the stock consideration that such holder may be entitled to receive pursuant to Section 1.6(b) (on a certificate-by-certificate basis and in the aggregate), (G) the Pro Rata Portion of the Companysuch holder, whether such Company Shareholder filed an election under Section 83(b) of the Code (H) the identification amount of any shares cash to be deposited into the Escrow Fund and the amount of cash to be deposited in the Representative Fund, in each case, on behalf of such holder pursuant to this Agreement, and (I) the net cash and stock amounts to be paid to such holder at Closing after giving effect to the foregoing clause (H) (on a certificate-by-certificate basis and in the aggregate), (J) whether a Form W-8, Form W-9 or similar tax form has been received from such Stockholder indicating that were purchased upon exercise no withholding is required and (K) such other information as required by the Exchange Agent in the form of share options that were exercised within 12 months spreadsheet provided to the Company prior to the Closingdate hereof; and (iiiv) With with respect to each holder of a Company OptionOptions, (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 shares of Company Shares Capital Stock underlying each Company Option held by such Person, holder; (CB) the respective exercise price per share of such Company Option, ; (DC) the respective grant date(s) of such Company Option, ; (E) the respective vesting arrangement(s) with respect to any Unvested Company Options, (FD) whether the holder of such Company Option is a Continuing Employee, ; (GE) whether such Company Option is an incentive stock option or a non-qualified stock option option; (F) the total number of such holder’s Company Options that will be Unvested Company Options as applicable), and of immediately prior to the First Merger Effective Time; (G) the total number of such holder’s Company Options that will be Vested Company Options as of immediately prior to the First Merger Effective Time; (H) with respect to any Option held by an Israeli employee, officer, director or consultant the total number of the Company, a description such holder’s Company Options that will be Unvested Company Options as of whether such Option was granted under Section 102 or Section 3(i) of the Israel Tax Ordinance and with respect immediately prior to the Company 102 Options whether an election was made First Merger Effective Time; (I) the cash consideration that such holder is entitled to treat such Option under the capital gain route or ordinary income route,; and (iv) With respect receive pursuant to each Company Warrantholder, (A) such Person’s address (if and as reflected in the Company’s records) andSection 1.6(b), 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 Personany, 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 may 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 receive pursuant 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 AgreementSection 1.6(b), for if any, (J) 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 stock consideration that such amount shall not holder may be paid by Buyer.entitled to receive pursuant to

Payment Spreadsheet. (a) Attached At least three Business Days prior to this Agreement as Exhibit K is the Closing, the Company shall deliver to Parent a payment spreadsheet in substantially the form of Schedule 2.11 attached hereto (the “Payment Spreadsheet”) ), duly certified by the Chief Executive Officer or Chief Operating Officer of the Company, setting forth the following information:, in a form reasonably satisfactory to Parent (and consistent with the Closing Date Balance Sheet): (i) The distribution to the Company Securityholders Company’s good faith calculation of the Closing Payment Fund Estimated Merger Consideration and any amounts to be released to each component of the Company Securityholders from the Escrow Fund or the Representative Expense Fund (if any), including each such Company Securityholder’s Pro Rata ShareEstimated Merger Consideration; (ii) With the information with respect to each the Estimated Company Shareholder, Transaction Costs required by Section 5.4; (Aiii) such Person’s address (if and as reflected in the Company’s records) and, if available information with respect to the Company, social security number, identification card number or tax identification number, Estimated Indebtedness as applicable, (B) the number, class and series of Company Shares held required 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 Closing5.5; and (iiiiv) With with respect to each holder Equityholder and Promised Option Holder as of a Company Option, the Closing Date: (A) such Person’s the name, address and (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 applicableextent available) email address of such Equityholder and Promised Option Holder, (B) the number and class of Company all Outstanding Shares underlying each Company Option and Vested Options held by such PersonEquityholder, (C) the respective exercise price per share aggregate Per Share Closing Consideration allocable to each Stockholder in respect of such Company OptionStockholder’s Outstanding Shares, (D) the respective grant date(s) amount of Vested Option Payments allocable to each Vested Option Holder in respect of such Company OptionVested Option Holder’s Vested Options, (E) the respective vesting arrangement(s) with respect amount of the Management Carveout Payment allocable to any Unvested Company Optionseach Management Carveout Participant, (F) whether the holder amount of such Company the Promised Option is a Continuing EmployeePayment allocable to each Promised Option Holder, (G) each Equityholder’s Applicable Holdback Percentage, (H) each Equityholder’s Applicable Percentage, (I) whether there is any required withholding on account of Taxes with respect to such Company Equityholder’s portion of the Net Closing Merger Consideration or such Promised Option is an incentive stock option or a non-qualified stock option (as applicable)Holder’s Promised Option Payment, and, with respect to each Stockholder, the amount of any such withholding with respect to payment for such Stockholder’s Outstanding Shares, and (HJ) with respect to any the wire transfer instructions of such Equityholder and Promised 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 Holder 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 made by Parent pursuant to Buyer hereunder made as of the Closing DateSection 2.11(b). Notwithstanding anything to the contrary contained in this Agreement or otherwise, Buyer Parent and, following the Closing, the Company, may rely on the instructions of the Representative for distributions of cash and shall have no Liability responsibility or liability with respect thereto. Parent shall make distributions of cash after the Closing to any Company Securityholder or any other Person the Equityholders in the event there are any inaccuracies contained same form and in accordance with the same wiring instructions or delivery addresses, as applicable, as such distributions were made to each such Equityholder in connection with the Closing (as set forth in the Payment Spreadsheet. (d) As among ), except as otherwise indicated in any update delivered to Parent by the Representative to reflect any assignments or other changes in factual information. Upon Parent making each aggregate payment required of it under this Agreement to the Equityholders in accordance with the final Payment Spreadsheet delivered by the Company Securityholders only prior to the Closing as provided herein, Parent shall have fulfilled its obligations with respect to such payments. Parent shall have no liability (and without limiting whether directly or modifying any of the Company’s or indirectly through 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 following 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 Closing) whatsoever with respect to the allocation of the “Total Consideration” distribution of the payments of the Merger Consideration among the Company Securityholders, provided Equityholders. No party to this Agreement shall take any tax or other position that such amount shall not be paid is contrary to the allocations set forth in the Payment Spreadsheet unless otherwise required by BuyerApplicable Law.

Payment Spreadsheet. (a) Attached At the Closing (and subject to this Agreement as Exhibit K is Section 4.4(b)), the Company shall deliver to Parent a payment spreadsheet (the “Payment Spreadsheet”) setting forth the following informationCompany’s good faith estimate as of immediately prior to the Effective Time of: (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 Estimated Merger Consideration (if any), including each such Company Securityholder’s Pro Rata Sharecomponent thereof); (ii) With the calculation of the Aggregate Closing Stockholder Proceeds and the Aggregate Closing Optionholder Proceeds; (iii) with respect to each Company Shareholder, Stockholder: (A) such Person’s the name, address and (if and as reflected in available, the Company’s recordse-mail address) andof such Stockholder, if available to the Company, social security number, identification card number or tax identification number, as applicable, available; (B) the number, class and series of shares of Company Shares Capital Stock held by such Person, Stockholder and the certificate numbers in respect thereof; (C) the respective certificate number(s) representing portion of the Aggregate Closing Stockholder Proceeds to be delivered at Closing to such shares, Stockholder (calculated in accordance with the Company’s Organizational Documents and the Company Equity Plan); and (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; andStockholder’ Pro Rata Portion; (iiiiv) With with respect to each holder of a Company Option, Optionholder: (A) the name and address of such Person’s address (if and as reflected in the Company’s records) andholder, if available to the Company, social security number, identification card number or tax identification number, as applicable, available; (B) the number of Company Shares underlying each extent to which the Company Option held by such Person, Optionholder is vested as of the Effective Time; (C) the respective exercise price per share and the number, class and series of shares of Company Capital Stock underlying such Company Option, Option immediately prior to the Effective Time; (D) portion of the respective grant date(s) of Aggregate Closing Optionholder Proceeds to be delivered at Closing to such Optionholder (calculated in accordance with the Company’s Organizational Documents and the Company Option, Equity Plan); and (E) such Optionholder’s Pro Rata Portion; (v) the Persons to whom Repaid Indebtedness is owed and their respective vesting arrangement(spayoff amounts and wire transfer instructions; (vi) with respect the Persons 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), whom Unpaid Transaction Expenses are owed at Closing 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 their respective payoff amounts 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,wire transfer instructions; and (ivvii) With respect to a separate column indicating whether each Optionholder or Stockholder will be paid by the Paying Agent or through 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 Warrantpayroll. (b) Each No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver, or cause to be prepared and delivered, to Parent, a draft of the Company and the Contributing Securityholders acknowledges and agrees that the Paying Agent, Escrow Agent, Buyer and its agents Payment Spreadsheet. Parent 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 review, and warranties of the Company to Buyer hereunder made as shall consider in good faith the reasonable comments of the Closing Date. Notwithstanding anything to the contrary contained in this Agreement or otherwise, Buyer and, following the ClosingParent on, the Company, shall have no Liability to any Company Securityholder or any other Person in the event there are any inaccuracies contained in the draft 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 Prior to this Agreement as Exhibit K is the Closing, the Company shall deliver to Parent a payment spreadsheet (the “Payment Spreadsheet”) setting forth the following informationforth: (i) The distribution to the Company Securityholders calculation of the Closing Payment Fund Total Cash Consideration (including the applicable portion of the Aggregate Strike Price Amount and any amounts to be released to Third Party Expenses) and the Company Securityholders from Total Stock Consideration (including the Escrow Fund or applicable portion of the Representative Expense Fund (if anyAggregate Strike Price Amount), including each such Company Securityholder’s Pro Rata Share; (ii) With the calculation of the Per Share Consideration, the Per Share Cash Consideration, the Per Share Stock Consideration and the Exchange Ratio; (iii) with respect to each Stockholder and Non-Employee Director (in his or her capacity as a 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 Company, social security number, identification card number or tax identification number, as applicablee-mail address of such holder, (B) whether such holder is a current or former employee of the Company (or any Subsidiary), (C) the number, class and series of shares of Company Shares Capital Stock held by such Personholder and the respective certificate number, (D) the date of acquisition of such shares and, with respect to shares acquired on or after January 1, 2011, the cost basis of such shares, (E) the cash consideration that such holder is entitled to receive pursuant to Sections 1.6(b)(i) or 1.6(b)(iv)(B) (on a certificate-by-certificate basis and in the aggregate), (F) the stock consideration that such holder is entitled to receive pursuant to Section 1.6(b)(i) (on a certificate-by-certificate basis and in the aggregate), (G) the Pro Rata Portion of such holder, (H) the amount of stock to be deposited into the Escrow Fund and the amount of cash to be deposited in the Representative Escrow Fund, in each case, on behalf of such holder pursuant to this Agreement, and (I) the net cash and stock amounts to be paid to such holder in accordance with Section 1.6(b)(i) after deduction of the amounts referred to in clause (H) (on a certificate-by-certificate basis and in the aggregate); (iv) with respect to each holder of Company Restricted Stock (other than a Non-Employee Director): (A) the name and address of the holder thereof, and, if available, the e-mail address of such holder, (B) whether such holder is an employee, consultant, director or officer of the Company or any Subsidiary, (C) the number, class and series of shares of Company Capital Stock held by such holder as Company Restricted Stock and the respective certificate number(s) representing such sharesnumbers, (D) the respective date(s) of acquisition of such Company Sharesgrant date, (E) the vesting schedule (including all acceleration provisions) applicable to such Company Restricted Stock, and (F) the Knowledge number of shares of Parent Common Stock that will be issuable to such holder as of the Company, whether such Company Shareholder filed an election under First Merger Effective Time in accordance with 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 Closing1.6(b)(iv)(A); and (iiiv) With 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 Plans (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 First Merger 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 a Continuing Employee or a Non-Continuing Employee or a Non-Employee Director (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)(i), and (I) the 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 following 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 Spreadsheetaccordance with Section 1.6(c)(i). (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. (ai) Attached At least two (2) 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’s Chief Executive Officer and Chief Financial Officer, setting forth the following information, in a form and substance satisfactory to Acquiror (acting reasonably) and accompanied by documentation satisfactory to Acquiror (acting reasonably) in support of the information set forth therein (the “Payment Spreadsheet”) setting forth the following information:): (iA) The distribution to the Company Securityholders a detailed calculation of the Total Closing Payment Fund Consideration, the Aggregate Liquidation Preference, the Residual Consideration, and any amounts to be released to each of the Company Securityholders from components and subcomponents of the Escrow Fund or the Representative Expense Fund (if any), including each such Company Securityholder’s Pro Rata Shareforegoing; (iiB) With a detailed calculation of the Total Share Number and the Stock and Warrant Share number and each of the components and subcomponents of the foregoing; (C) a detailed calculation of the Stock Award Exchange Ratio and each of the components and subcomponents thereof; (D) a detailed calculation of the Per Share Residual Amount, the Per Share Expense Contribution, the Per Share Closing Participation Amount, and each of the components and subcomponents of the foregoing; (E) a detailed calculation of the Per Share Indemnity Escrow Release Consideration and each of the components and subcomponents thereof, assuming full release of the Indemnity Escrow Fund; (F) a detailed calculation of the Per Share Adjustment Consideration assuming a hypothetical Closing Net Working Capital Surplus of one million dollars ($1,000,000); (G) with respect to each Company Shareholder, Stockholder: (A) such Person’s the name, address of record, e-mail address (if available), and as reflected in the Company’s records) and, 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 Person, (C) Stockholder and the respective certificate number(s) representing or other identifying numbers of all Company Stock Certificates or Company Book-Entries evidencing all such shares, shares (and whether such shares are certificated or in book-entry); (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, if Known, 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 (x) acquired through the exercise of share options that were exercised within 12 months prior to an option, whether such option was a nonstatutory option or an incentive stock option as defined in Section 422 of the ClosingCode, the date of grant of such option, the vesting schedule of such option, and the date of exercise of such option, or (y) issued as Company Restricted Stock, the date of grant of such shares of Company Restricted Stock, the vesting schedule of such shares of Company Restricted Stock; 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 Company any such shares that are Dissenting Shares; (G) such Stockholder’s Loan Repayment Amount, if any, and whether any Taxes are required to be withheld (assuming for this purpose that such Stockholder provides the necessary documentation to establish that backup withholding does not apply); (H) the aggregate number of Acquiror Ordinary Shares underlying such Stockholder is entitled to receive pursuant to Section 1.3(b) (on a certificate-by-certificate and book-entry-by-book-entry basis and in the aggregate), gross and net of such Stockholder’s Loan Repayment Amount, if any, and the amount of any Taxes that are required to be withheld; (I) such Stockholder’s aggregate Per Share Indemnity Escrow Release Consideration assuming full release of the Indemnity Escrow Fund, and Per Share Adjustment Consideration assuming a hypothetical Closing Net Working Capital Surplus of one million dollars ($1,000,000); and (J) such Stockholder’s Pro Rata Portion and Escrow Pro Rata Share; (H) with respect to each Optionholder: (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 grant date and expiration date of each In-the-Money Company Option held by such Person, Optionholder; (CD) whether each such In-the-Money Company Option was granted pursuant to the Plan; (E) the respective vesting schedule (including all acceleration provisions) applicable to each such In-the-Money Company Option and the extent to which each such In-the-Money Company Option is vested and unvested as of immediately prior to the Effective Time (taking into account any In-the-Money Company Option (or portion thereof) that, as a result of the 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, class and series of shares of Company Capital Stock underlying each 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 In-the-Money Company Option is a Continuing Employee, immediately prior to the Effective Time; (G) whether each such In-the-Money Company Option is an incentive stock option options as defined in Section 422 of the Code or a non-qualified nonstatutory stock option option; (as applicable)H) such Optionholder’s Loan Repayment Amount, if any, and whether any Taxes are required to be withheld; (HI) the aggregate number of Acquiror Ordinary Shares subject to an Assumed Company Option, the per share exercise price of such Assumed Company Option, and the vesting schedule (including number of shares vesting per vesting period) of such Assumed Company Option; (I) 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 the name, address of record, e-mail address (if and as reflected in the Company’s records) andavailable), jurisdiction of Tax residence of such Warrantholder (if available to the Company, social security number, identification card number or tax identification number, as applicable, available); (B) whether such Warrantholder is an Employee and the number nature of Company Shares underlying any such service relationship (including the entity with which such Employee has a service relationship); (C) the issue date and expiration date of each Company Warrant held by such PersonWarrantholder; (D) the vesting schedule (including all acceleration provisions) applicable to each such Company Warrant and the extent to which each such Company Warrant is vested as of immediately prior to the Effective Time (taking into account any Company Warrant (or portion thereof) that, as a result of the Merger will accelerate in full and no longer be subject to any further vesting, right of repurchase, risk of forfeiture or other such conditions); (E) the exercise price per share and the number, class and series of shares of Company Capital Stock underlying each such Company Warrant immediately prior to the Effective Time; (F) whether each such Company Warrant is an In-the-Money Company Warrant or an Out-of-the-Money Company Warrant; (G) such Warrantholder’s Loan Repayment Amount, if any, and whether any Taxes are required to be withheld (assuming for this purpose that such Warrantholder provides the necessary documentation to establish that backup withholding does not apply); (H) the aggregate number of Acquiror Ordinary Shares such Warrantholder is entitled to receive pursuant to Section 1.3(d) (on a warrant-by-warrant basis and in the aggregate), gross and net of such Warrantholder’s Loan Repayment Amount, if any, and whether any Taxes are required to be withheld (assuming for this purpose that such Warrantholder provides the necessary documentation to establish that backup withholding does not apply); (I) such Warrantholder’s aggregate Per Share Indemnity Escrow Release Consideration assuming full release of the Indemnity Escrow Fund, and Per Share Adjustment Consideration assuming a hypothetical Closing Net Working Capital Surplus of one million dollars ($1,000,000); and (J) such Warrantholder’s Pro Rata Portion and Escrow Pro Rata Share; (J) 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), the cost basis and date of acquisition (if not already provided) of such shares or securities; (K) with respect to each Company Convertible Note: (A) the name, address of record, e-mail address (if available), jurisdiction of Tax residence of the holder of such Company Convertible Note; (B) whether such holder 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 exercise price per share issue date of such Company Warrant, Convertible Note; (D) the respective grant date(s) aggregate Indebtedness owing in respect of such Company Warrant.Convertible Note as the Effective Time; (E) such holder’s Loan Repayment Amount, if any, and whether any Taxes are required to be withheld (assuming for this purpose that such holder provides the necessary documentation to establish that backup withholding does not apply); and (F) the number of Acquiror Ordinary Shares to be issued in satisfaction of such Company Convertible Note; (bL) 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 wire or other payment instructions for purposes of making any payments hereunder. (c) The disclosures in the Payment Spreadsheet shall be deemed all amounts to be representations paid by Acquiror in accordance with this Agreement, including any Third Party Expenses and warranties of the Closing Indebtedness (other than with respect to Company Convertible Notes) that Acquiror is to Buyer hereunder made as of the Closing Date. Notwithstanding anything pay, or cause to the contrary contained in this Agreement or otherwise, Buyer andbe paid, 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 Closing on the Company’s or behalf; (M) with respect to each Retention Bonus Pool Participant: (A) the Company Shareholders’ representationsname, warrantiesaddress of record, covenants or agreements contained e-mail address (if available), jurisdiction of Tax residence of the Retention Bonus Pool Participant; (B) whether such Retention Bonus Pool Participant is an Employee and the nature of any such service relationship (including the entity with which such Employee has a service relationship); (C) the Retention Bonus Pool Award Value for the Retention Bonus Pool Award held by such Retention Bonus Pool Participant; (D) such holder’s Loan Repayment Amount, if any, and the amount of any Taxes that are required to be withheld, (E) the number of Acquiror Ordinary Shares to be issued in this Agreement or any satisfaction of Buyersuch Retention Bonus Pool Award and (F) such Retention Bonus Pool Participant’s rights Pro Rata Share and Escrow Pro Rata Share; and (or otherwise imposing any obligation on Buyer not otherwise expressly stated N) such other information reasonably requested by Acquiror in connection with facilitating the transactions contemplated by 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.