Common use of Payment Spreadsheet Clause in Contracts

Payment Spreadsheet. (a) At least three (3) Business Days prior to the scheduled Closing Date, the Company shall deliver a payment spreadsheet consistent with the Company Closing Certificate (the “Payment Spreadsheet”) in a form reasonably acceptable to the Buyers 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 capacities as such and on behalf of the Company, setting forth the following information: (i) the calculation of Total Consideration, including a separate line item for each adjustment thereto, if any (or otherwise specify ‘None’), in accordance with the definition of “Total Consideration” hereunder, including the Unpermitted Leakage amounts, if any, with a breakdown of such items, the Excess Cash Amount, the Cash Shortfall, if any (or otherwise specify ‘None’), the Closing Indebtedness, if any (or otherwise specify ‘None’), the unpaid Transaction Expenses, if any (or otherwise specify ‘None’), and the resulting calculation of the Total Consideration (the “Estimated Total Consideration”); (ii) a detailed calculation of the Per Share Consideration and the Per Option Price; (iii) a detailed calculation of the Substitute RSUs and the Substitute RSUs Amount; (iv) with respect to each Company Shareholder (other than Specified Individuals), as well as each beneficial owner of a Trust, (A) such Person’s address and, if available to the Company, corporate I.D. number, personal I.D. number, social security number (or tax identification number, as applicable), (B) the number, class and series of Company Shares held by such Person and whether such shares are deriving from exercise of Company Options (and if so, also the exercise date) and if such are Company 102 Shares, (C) the respective certificate number(s) representing such shares, (D) the portion of the Closing Payment Fund to be paid to such Company Shareholder at the Closing in respect of Company Shares, (E) such Company Shareholder’s Pro Rata Share of the Escrow Amount expressed as a percentage and a Dollar amount and (F) such Company Shareholder’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amount; (v) with respect to each holder of a Company Option, (A) such Person’s address and, if available to the Company, personal I.D. number, social security 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 Options or Promised Company Option, (F) whether such Company Option was granted as an incentive stock option or a non-qualified stock option (as applicable), (G) 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, (H) in the case of Vested Company Options, the portion of the Closing Payment Fund to be paid to the holder at Closing, (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; (vi) with respect to each Specified Individual (A) such Person’s address and, if available to the Company, personal I.D. number, social security 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 portion of the Closing Payment Fund to be paid to such Company Shareholder at the Closing in respect of such Company Shares (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 Deferred Consideration. (b) 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 8.7(a) whereupon 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, the Deferred Consideration Trustee, the 102 Trustee, the Buyers and their respective representatives shall be entitled to rely on the Payment Spreadsheet for purposes of making any payments hereunder.

Payment Spreadsheet. (a) At least three (3) Business Days prior to the scheduled Closing DateClosing, the Company shall deliver a payment spreadsheet consistent with the Company Closing Certificate (to Buyer the “Payment Spreadsheet”) ” in a form and substance reasonably acceptable satisfactory to the Buyers Buyer and the Paying Agent, certified as true, correct and complete accompanied by the Chief Executive Officer and the Chief Financial Officer documentation reasonably satisfactory to Buyer in support of the Company in each of their respective capacities as such and on behalf of the Company, setting information set forth therein. The Payment Spreadsheet shall set forth the following informationinformation in reasonable detail: (i) the calculation of Total Consideration, including a separate line item for each adjustment thereto, if any (or otherwise specify ‘None’), in accordance with the definition of “Total Consideration” hereunder, including the Unpermitted Leakage amounts, if any, with a breakdown of such items, the Excess Cash Amount, the Cash Shortfall, if any (or otherwise specify ‘None’), the Closing Indebtedness, if any (or otherwise specify ‘None’), the unpaid Transaction Expenses, if any (or otherwise specify ‘None’), and the resulting calculation of the Total Consideration (the “Estimated Total Consideration”); (ii) a detailed calculation of the Per Share Consideration and the Per Option Price; (iii) a detailed calculation of the Substitute RSUs and the Substitute RSUs Amount; (iv) with respect to each Company Shareholder Shareholder: (other than Specified Individuals)i) the name, as well as each beneficial owner of a Trust, (A) such Person’s address and, if available to the Company, corporate I.D. number, personal I.D. numberaddress, social security number (or tax identification number, as applicable) (if available), 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 or a Non-Continuing Employee; (ii) the number, class class, Book-Entry Entitlement identifier and series of shares of Company 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 Effective Time, (vii) bank account and other wire transfer information and instructions of such Person and whether such shares are deriving from exercise of Company Options (and if so, also the exercise date) and if such are Company 102 Shares, (C) the respective certificate number(s) representing such shares, (D) the portion of the Closing Payment Fund an address to which any check should be paid mailed to such Person (solely with respect to Company Shareholder at the Closing Shareholders who have submitted Exchange Documents in respect of Company Shares, advance); and (Eviii) such Company Shareholder’s Pro Rata Share of other additional information which Buyer may reasonably request in order to facilitate the Escrow Amount expressed as a percentage and a Dollar amount and (F) such Company Shareholder’s Pro Rata Share of the Representative Expense Amount expressed as a percentage and a Dollar amountpayments contemplated hereby; (vii) with respect to each holder of a Company OptionOptionholder: (i) the name, (A) such Person’s address and, if available to the Company, personal I.D. numberaddress, social security 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 Company Shares underlying each Company Option held by such PersonPerson 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; (Cv) 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 as of immediately prior to the Effective Time; (vi) the exercise price per share and the number, class, status as book-entry and series of shares of Company Shares underlying each such Company Option, ; (Dvii) the respective grant date(s) of such Company Option, (E) the respective vesting arrangement(s), including with respect to any Unvested Company Options or Promised Company Option, (F) whether such Company Option was granted as an incentive stock option or a non-qualified stock option (as applicable), (G) 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, (H) in the case of Vested Company Options, the portion of the Closing Payment Fund Total Per Share Consideration that such Person is entitled to be paid receive, if any, on account of all Vested Company Options and the number of Buyer Options that such Person is entitled to the holder at Closingreceive, if any, on account of all Unvested Company Options; (Iviii) such holder’s Pro Rata Share Portion of such Person as of the Escrow Amount (as applicable) expressed as a percentage and Dollar amountEffective Time, and (Jix) whether payment to such Person can and should be made through the Company’s normal payroll processes and, 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 Optionholders who have submitted Exchange Documents in advance); and (x) such holder’s Pro Rata Share of other additional information which Buyer may reasonably request in order to facilitate the Representative Expense Amount (as applicable) expressed as a percentage and Dollar amountpayments contemplated hereby; (viiii) with respect to each Specified Individual Company RSU Holder: (Ai) such Person’s address andthe name, if available to the Company, personal I.D. numberaddress, social security 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 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 class, status as book-entry and series of shares of Company Shares held by underlying each such Person, Company RSU; (Cvii) the respective certificate number(snumber of Buyer RSUs that such Person is entitled to receive, if any, on account of all Company RSUs; and (viii) representing such shares, other additional information which Buyer may reasonably request in order to facilitate the payments contemplated hereby; (Div) with respect to each Founder and Key Executive: (i) the aggregate portion of the Total Closing Payment Fund Consideration to be paid to such Company Shareholder at Person; (ii) the Closing in respect of Holdback Consideration Amount to be held back from such Company Shares (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 amountPerson; and (Giii) such other additional information which Buyer may reasonably request in order to facilitate the Deferred Consideration.payments contemplated hereby; and (bv) In a calculation of the event that any information set forth in aggregate portion of 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 8.7(a) whereupon such revised Payment Spreadsheet shall be deemed Total Closing Consideration to be the “Payment Spreadsheet” for all purposes of and under this Agreementpaid to any Person. (c) The Company acknowledges and agrees that the Paying Agent, Escrow Agent, the Deferred Consideration Trustee, the 102 Trustee, the Buyers and their respective representatives shall be entitled to rely on the Payment Spreadsheet for purposes of making any payments hereunder.