EFTA00403843.pdf

From: Darren Indyke To: Subject: Fwd: AliphCom Date: Mon, 01 Oct 2012 15:04:13 +0000 Attachments: Amendment to 3rd AR ROFR.PDF; Amendment to_4th_AR_VOTING_Agreement.PDF; Com liance_Cert.PDF; opinion.pdf; ; Side_Letter.PDF; Please print all of these docs when you come in tomorrow. Thanks. DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor, New York, New York 10022 Telephone: Telecopier: Mobile: email: ***************** ******* * ****************** ** ***** ******************** **************** ******** The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - © 2011 Darren K. Indyke, PLLC —All rights reserved. ********************************************* ******* ************** ******* * ***************** **** Begin forwarded message: From: "Roberts. Matthew" < Date: September 27,2012 9:02:07 PM EDT To: " ' < Cc: "Jacoby. Craig" < Subject: RE: AliphCom Hi Darren, "Hoffman, Susan" < Please find attached the remaining fully executed documents from the 9/25 Closing. Please let me know if you need anything else. EFTA00403843 Best regards, Matt From: Darren Indyke < Date: September 27, 2012, 8:43:33 AM PDT To: "Jacoby, Craig" Subject: Re: AliphCom Craig, I received the Fed Ex containing the stock certificates and the opinion, but no email or fed ex of the operative agreements and related does with the actual 9/25/ Closing Dates on them. Please advise. Thanks. DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor, New York, New York 10022 Telephone: Tel Mobile: email: ********************************************************************************************** The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - © 2011 Darren K. Indyke, PLLC —All rights reserved. On Sep 25, 2012, at 11:52 AM, Jacoby, Craig wrote: We will prepare a new opinion dated 9/25 and all the closing documents will be as of the 25th. The final opinion for release will be on its way to you today, and we will date all of the other agreements as of 9/25. Thanks, Craig EFTA00403844 From: Darren Indyke [mailto: Sent: Tuesday, September 25, 2012 8:21 AM To: Jacoby, Craig Subject: AliphCom Mon, Inc. has sent a wire for IOMM in connection with the purchase of the 695,301 shares of Series 5 Preferred Stock and 1,260,233 shares of Common Stock of AliphCom upon the terms and conditions of the Purchase Agreement executed by Mort and AliphCom in connection with the same. So that our records both reflect the same information, and given that the Cooley opinion is dated September 19 and makes reference to the date of the Purchase Agreement as September 19, we should use September 19 and the date for all of the closing documents, unless you have a reason not to do so. Please let me know. DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor, New York, New York 10022 Telephone: Tel Mobile: email: ********************************************************************************************** The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - © 2011 Darren K. Indyke, PLLC —All rights reserved. This email message is for the sole use of the intended recipient(s) and may contain confidential and privileged information. Any unauthorized review. use. disclosure or distribution is prohibited. If you are not the intended recipient. please contact the sender by reply email and destroy all copies of the original message. II you are the intended recipient. please be advised that the content of this message is subject to access. review and disclosure by the senders Email System Administrator. IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS. we inform you that any U.S. federal tax advice contained in this communication (including any attachment) is not intended or written by us to be used. and cannot be used. (i) by any taxpayer for the purpose of avoiding tax penalties under the Internal Revenue Code or (ii) for promoting, marketing or recommending to another party any transaction or matter addressed herein. This email message is for the sole use of the intended recipient(s) and may contain confidential and privileged information. Any unauthorized review, use, disclosure or distribution is prohibited. If you are not the intended recipient. please contact the sender by reply email and destroy all copies of the original message. II you are the intended recipient. please be advised that the content of this message is subject to access. review and disclosure by the sender's Email System Administrator. EFTA00403845 IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS. we inform you that any U.S. federal tax advice contained in this communication (including any attachment) is not intended or written by us to be used. and cannot be used. (i) by any taxpayer for the purpose of avoiding tax penalties under the Internal Revenue Code or (ii) for promoting. marketing or recommending to another party any transaction or matter addressed herein. EFTA00403846