Note 3: - Certain transactions

Working Not Working acquisition:

In January 2021, the Company acquired all the outstanding shares of Working Not Working, Inc. (“WnW”), a creative talent platform for a consideration of $9,922.

The results of operations of WnW were consolidated in the Company’s financial statements commencing the date of acquisition.

The agreement stipulated additional contingent payments which are not included in the total consideration to the shareholders of WnW in an aggregate amount of up to $3,500 subject to the continued employment of the founders of WnW, out of which the Company recorded a liability of $1,500 as of December 31, 2021 which was fully paid during 2022.

The table below summarizes the preliminary fair value of the acquired assets and assumed liabilities and the goodwill as of the acquisition date:

	Fair value			Amortization period
Cash and cash equivalents	$	910
Other tangible assets assumed		369
Creative relationships		4,252			10 years
Customer relationships		812			2 years
Trade name		362			3 years
Goodwill		4,525
Total assets acquired		11,230
Total liabilities		(1,308	)
Net assets acquired	$	9,922

The Company incurred approximately $292 in acquisition expenses for the year ended December 31, 2021 recorded under general and administrative expenses.

Pro forma results of operations related to this acquisition have not been presented because they are not material to the Company’s consolidated statements of operations.

CreativeLive acquisition:

In October 2021, the Company acquired all of the outstanding shares of CreativeLive, Inc. (“CreativeLive”), an online learning platform for a consideration of $9,332. The results of operations of CreativeLive were consolidated in the Company’s financial statements commencing the date of acquisition.

The agreement stipulated additional payments which were not included in the consideration including a payment to employees of CreativeLive by shareholders for past services in the amount of $1,500 paid at closing and retention bonus of $1,500 subject to the employees continued employment, out of which the Company recorded $1,125 and $375 under operating expenses for the years ended December 31, 2022 and 2021. The outstanding liability was fully paid during 2022. The agreement also stipulated contingent payments to shareholders of CreativeLive in an aggregate amount of up to $1,500 subject to certain milestones to be paid after 18 months.

The table below summarizes the preliminary fair value of the acquired assets and assumed liabilities and the goodwill as of the acquisition date:

	Fair value			Amortization period
Cash and cash equivalents	$	2,066
Other tangible assets assumed		552
Courses		1,311			2 years
Customer relationships		1,447			2 years
Technology		1,522			4 years
Trade name		557			5 years
Goodwill		5,139
Total assets acquired		12,594
Deferred revenue and other liabilities assumed		(3,262	)
Net assets acquired	$	9,332

The Company incurred approximately $121 in acquisition expenses for the year ended December 31, 2021 recorded under general and administrative expenses.

Pro forma results of operations related to this acquisition have not been presented because they are not material to the Company’s consolidated statements of operations.

Stoke Talent acquisition

In November 2021, the Company acquired all the outstanding shares of Stoke Talent Ltd. (“Stoke”) a freelance management system for a cash amount of $93,084. According to the agreement, unvested company options held by continuing employees of Stoke, were terminated, and substituted with a substitute equity award of the Company.

The results of operations of Stoke were consolidated in the Company’s financial statements commencing the date of acquisition.

The agreement stipulated additional contingent payments to shareholders of Stoke in an aggregate amount of up to $15,000 subject to certain milestones to be paid after one year. The fair-value of the contingent consideration as of the acquisition date was $12,258 and measured based on the estimated future cash outflows, utilizing the Monte Carlo simulation. As of December 31, 2021, the liability was recorded under other non-current liabilities. During 2022 the Company reversed the liability since the corresponding milestones were not met.

The following table summarizes the fair value of the consideration transferred to Stoke shareholders as of the acquisition date:

Cash paid	$	93,084
Fair value of contingent consideration		12,258
Fair value of unvested options		313
Total fair value of consideration transferred	$	105,655

The table below summarizes the fair value of the acquired assets and assumed liabilities and the resulting goodwill as of the acquisition date:

	Fair value			Amortization period
Cash and cash equivalents	$	12,278
Other tangible assets assumed		1,160
Developed technology		35,691			7 years
Customer relationships		506			5 years
Trade name		752			6 years
Goodwill		56,367
Total assets acquired		106,754
Total liabilities assumed		(1,099	)
Net assets acquired	$	105,655

The Company incurred approximately $97 in acquisition expenses for the year ended December 31, 2021 recorded under general and administrative expenses.

Pro forma results of operations related to this acquisition have not been presented because they are not material to the Company’s consolidated statements of operations.