NOTE 12:

FAIR VALUE MEASUREMENTS

In July 2016, as part of the Company's stock and warrant purchase agreement with a new investor, the Company issued the new investor a warrant to purchase 7,146,490 shares of common stock of the Company (subject to certain adjustments, as described below) with an exercise price of $0.0001 per share. The warrant expires in July 2026.

The warrant is exercisable immediately prior to the occurrence of a Triggering Event (as such term is defined in the warrant agreement), or in connection with an exercise of co-sale rights. If the warrant is exercised in connection with a Liquidation Event or Qualified IPO (each as defined in the warrant agreement), the number of shares issuable upon such exercise will be subject to certain adjustments based on the equity valuation implied by such Liquidation Event or Qualified IPO.

In addition, the warrant has a redemption right which entitles the holder, at its sole discretion, to redeem the warrant after the fifth anniversary from the issuance date.

In October 2015, as part of the Second Modification to the Additional Loan Agreement, the Company issued the lender a warrant to purchase 32,841 shares of Series E redeemable convertible preferred stock with an exercise price of $15.223 per share. The warrant expires in October 2025.

In 2014, 2012 and 2011, the Company issued warrants to purchase 68,965 shares of Series E redeemable convertible preferred stock with an exercise price of $ 10.15 per share, 56,285 shares of Series D redeemable convertible preferred stock with an exercise price of $ 5.33 per share and 31,414 shares of Series C redeemable convertible preferred stock with an exercise price of $ 3.82 per share, respectively. As part of the third amendment to the loan agreement, the expiration date of the preferred D and E warrants have been extended to October 2025.

The above-mentioned transactions were accounted for in accordance with ASC 815-40, "Derivatives and Hedging - Contracts in Entity`s Own Equity," ("ASC 815") and ASC 480-10, "Distinguishing Liabilities from Equity" ("ASC 480"). Prior to the IPO, the warrants were recorded as a liability in the Company's balance sheet and measured at fair value at each reporting date.

On March 26, 2020, as part of Newrow acquisition, the Company issued to Newrow's former stockholders a warrant to purchase 613,255 shares of common stock subject to certain performance target (the “Newrow Warrant"). The Newrow Warrant was recorded as a liability in the Company's balance sheet and was measured at fair value at each interim reporting date. During 2020, the Company recorded remeasurement expenses related to the Newrow Warrant in the amount of $1,836. During November 2020, the performance target was achieved, and the Newrow Warrant was reclassified to stockholders' equity (deficit).

During the years ended December 31, 2021, 2020 and 2019, the Company recorded financial expenses from changes in the warrants' fair value in the amount of $15,046, $41,505 and $5,300 (see also Note 2aa), respectively.

Prior to the IPO, the Company measured the warrants that were classified as a liability at fair value by applying the OPM in each reporting period until they are exercised or expired, with changes in fair values being recognized in the Company's consolidated statement of operations as financial income or expenses.

The key assumptions used in the OPM for the valuation of the warrants upon re- measurement were as follows:

	2020		2019

Volatility	65.23	%	48.50	%
Risk-free interest rate	0.09	%	1.39	%
Dividend yield	-	%	-	%
Expected life (years)	0.405		1.5

(1)

Dividend yield - was based on the fact that the Company has not paid dividends to its stockholders in the past and does not expect to pay dividends to its stockholders in the foreseeable future.

(2)

Expected volatility - was calculated based on actual historical stock price movements of companies in the same industry over the term that is equivalent to the expected term of the option.

(3)

Risk-free interest - based on yield rate of non-index linked U.S. Federal Reserve treasury stock.

(4)

Expected life - the expected life was based on the expected maturity date of the warrants.

The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis based on the fair value hierarchy as of December 31, 2020:

	December 31, 2020
	Level 1		Level 2		Level 3		Total

Warrants to purchase preferred and common stock	$	-	$	-	$	56,780	$	56,780

The following table sets forth a summary of the changes in the fair value of the warrants to purchase preferred and common stock:

	Year ended December 31,
	2021			2020			2019

Balance at January 1	$	56,780		$	17,111		$	11,811
Issuance of warrants		-			1,221			-
Reclassification of warrant to common stocks to equity		-			(3,057	)		-
Reclassification of warrant to preferred stocks to mezzanine equity		(1,149	)		-			-
Change in fair value of warrants		15,046			41,505			5,300
Conversion of warrants to common stock upon initial public offering		(70,677	)		-			-

Balance at December 31	$	-		$	56,780		$	17,111

Upon the closing of the Company’s IPO, the warrants to purchase preferred and common stock were converted into 7,067,699 shares of common stock. The final re-measurement of the warrants was based upon the publicly available stock price on the conversion date.