EFTA00588757.pdf

SUMMARY OF PROPOSED TERMS SERIES A PREFERRED SHARES Reporty Homeland Security Ltd. Deeember-January , 24142015 We are happy to confirm our interest, subject to all terms and conditions herein, to explore the possibility of an investment in Reporty Homeland Security Ltd. This letter summarizes the principal terms of a proposed investment for Preferred A Shares. Except as specifically provided herein, this letter is not intended to be a legally binding agreement but is a statement of intent. It is presented solely for the purpose of discussion. Company Reporty Homeland Security Ltd., an Israeli company (the "Company"). Founders Amir Elichai, Alexander Dizengoff, Yoni Yitzon & Lital Leshem Investor An entity under the control of Mr. Ehud Barak (the "Investor"). Structure of Financing The Investor shall invest in the Company up to an aggregate amount of US$ 1,500,000 (the "Investment Amount"), against issuance by the Company of Preferred Shares at the Closing (as such terms are defined below) for the entire Investment Amount at a price per share of [ 1 ("PPS") (representing a pre-money valuation of USS 3,338,71 BASIS FOR THIS VALI: VTION?II was based fol a ce n flea° a o between Ehud and the Company where the parties agreed that the said $1.5M investment will provide (25%+6%=)31% shareholdin(, on a Fully Diluted Basis (as defined below)) so that immediately following the Closing, Investor will hold not less than f31.0%j IA GREATER PERCEN I AGE OWNERSHIP UP FRONT, RATHER THAN REQUIRING ANOTHER $3.5MNI INVESTMENT To GAIN A CONTROLLING INTEREST( (Naturally your sultan w ET= if could ge agreed:Wit seems an excessive reqtWst at this po nt From a commercial point of view we thought that if the Company will not do well, Investor still has its liquidation preference and if Company will flourish Investor has its right (not obligation) to increase its holding and gain control through the Warrants. We believe this would be a soften requirement on our behalf that will be easier for Company to accept[ of the Company's share capital, on a Fully Diluted Basis. The Investment Amount shall be provided to Company in two subsequent equal installments as follows: (i) an amount of USS L7-50000,000 out of the Investment Amount will be provided at the Closing; and (ii) Subject to the following, the remaining amount of US$ 7-50500,000 out of the Investment Amount will be provided within _ months as of the Closing, conditioned upon achievement by the Company of the milestone(s) set forth under Annex 1 of this letter at or prior to such time, to Investor's satisfactions. 'THERE SIIOULD BE A GREATER NUMBER OF SMALLER INSTALLMENTS MATCHED TO THE BUDGET AND PROJECTED EFTA00588757 CASH NEEDS AND ACCOMPLISHMENT OF THE MILESTONES. WE ALSO NEED TO SEE THE PROPOSED ANNEX 1 MILESTONES. Jrt is our understanding that following certain discussion between Ehud and the Company, he was convinced that smaller trenches of Investment will not be feasible here and there should be a minimum of financial flexibility for Company to work its operation. Ehud is welcome to comment or correct if we got it wronglllast minutes comment — we were just informed that the actual aerced trenches are Sim at first stage and $0.5m later Fully Diluted Basis In this letter, "Fully Diluted Basis" includes, without limitation, all issued and outstanding share capital of the Company, all securities issuable upon the conversion of any existing convertible securities, notes or loans, the exercise of all outstanding warrants, options, adjustments of numbers of shares triggered by this financing (if any), any shares or options to acquire shares issued to any person as a finder's fee or similar arrangement in connection with the Investment and an unallocated option pool for future allotment to employees, consultants and directors of the Company, representing 12% of the issued and outstanding share capital of the Company immediately following the Closing ("Option Pool") (assuming the Warrant(s) (as defined below) were not exercised by the Investor). Capitalization Table The detailed pre-Closing and post-Closing capitalization of the Company is set forth in the Capitalization Table attached hereto as Exhibit A. Conditions to Close Closing of the transaction contemplated hereunder is subject to (i) satisfaction of the parties due diligence requirements, including financial and legal diligence, and (ii) the signing of mutually acceptable Definitive Agreements (as defined below). Estimated Closing Date [Closing Date] (the "Closing"). Type of Security Series A Convertible Preferred Shares (the "Preferred Shares"), initially convertible on a one to one basis into Ordinary Shares of the Company (the "Ordinary Shares"), subject to adjustment as provided below. Warrant(s) At the Closing, the Company will issue: (i) a first warrant to the Investor that will allow it (or any of its assignees) to purchase additional Preferred Shares by investing an additional amount of up to US$ 1,000,000, at an exercise price of 150% of the PPS (subject to anti-dilutive adjustment and routine standard recapitalization adjustment [WHAT IS MEANT BY "ROUTINE RECAPITALIZATION ADJUSTMENT" AND WHAT ABOUT OTHER ANTIDILUTION?1J and, in addition (ii) a second warrant to the Investor that will allow it (or any of its assignees) to purchase additional Preferred Shares by investing an additional amount of up to US$ 2,500,000, at an exercise price of 175% of the PPS (subject to anti-dilutive adjustment and routine standard recapitalization adjustment JWIIAT IS MEANT BY "ROUTINE RECAP1TA I.It k [ION ADJUSTMENT" AND WW II k I ABOUT OTHER ANT I Diu TioN?t) rased. Also, standard t vitalization adiustment are all technical adjustment known and oted as shall Mt -further described in the defensiveavemeatil, conditioned upon the exercising of the aforesaid first warrant (collectively the "Warrant(s)"). The Warrant(s) will be valid for a period of 48 months after the Closing. Exercise of such Warrant(s) may be cashless at the discretion of EFTA00588758 the Warrants) holder. INN AT IS THE BASIS FOR THE 150% AND 1- 5% OF TIIE PPS EXERCISE PRICES? I Ike numbers here re our suggestion of amounts an is that we believe can accepted by Company and allow Investor to gain control in due time. For illustration purposes you can see how this was computed in the attached Cap Tablet Use of Proceeds The Investment Amount shall be used by the Company to continue the development of the Company's technology, know-how, sales and marketing programs and provide general working capital, pursuant to a budget prepared by the Company, agreed by the Investor and attached to the Definitive Agreements. Liquidation I Dividend Preference In the event of any liquidation event, Deemed Liquidation (as defined below) and/or distribution of dividends, the holders of the Preferred Shares will be entitled to receive prior and in preference to any distribution of any of the Company's assets or funds to all other equity securities of the Company (in cash, cash equivalents, or, if applicable, securities), for each Preferred Share, an amount equal to: (i) 100% of the PPS, plus (ii) 8% annual interest on that amount, compounded annually, from the Closing (together, the "Preference A Amount"). Any surplus of assets or funds remaining (if any) after the payment in full of the Preference A Amount less any amounts paid as preferential dividends prior to that date will then be distributed pro rata among all the shareholders of the Company, including the holders of Preferred Shares, on an as-converted basis. A "Deemed Liquidation" shall mean any of the following transactions: an acquisition of the Company or a merger between the Company and another non-affiliated entity in which the shareholders of the Company do not own a majority of the shares of the surviving entity, the sale of all or substantially all of the Company's assets, or of the shares of the Company, an exclusive, irrevocable license of all or substantially all of the Company's intellectual property to a third party, or any other transaction in which control of the Company (at least 50%) is transferred (other than a IPO or other bona fide financing transaction). Conversion Each holder of Preferred Shares shall have the right to convert its shares at any time into Ordinary Shares at an initial conversion rate of 1:1, subject to proportional adjustment for share splits, dividends or recapitalizations or a similar event and any anti-dilution adjustments. The Preferred Shares shall automatically convert into Ordinary Shares if (a) the Investor consents to such conversion or (b) upon the closing of a firmly underwritten public offering of shares of the Company ("IPO") netting at least $30 million at a pre-money valuation of the Company of at least $100 million (a "QIPO"). Anti-Dilution Provisions Until a QIPO, if the Company issues new securities at a price per share lower than the then applicable conversion price of the Preferred Shares (initially, the conversion price shall be the Price Per Share), then in each such event the conversion price of the Preferred Shares shall be adjusted on a "full ratchet" anti-dilution adjustment. [PLEASE BE MORE SPECIFIC REGARDING WHAT IS MEANT BY "FULL-RATCHET" ANTI- DILUTION ADJUSTMENT TO AVOID ANY MISUNDERSTANDINGS. ALSO NEED TO CONFIRM HERE THAT ISSUANCE OF OPTIONS. WARRANTS, CONVERTIBLE DEBT, ETC. WITH EXERCISE OR CONVERSION RIGHTS AT A EFTA00588759 LOWER PPS WILL TRIGGER DILUTION ADJUSTMENTS AS \\ I I I .1 at is very common in Israeli term sheets to mention just type of anti-dilution and full ratchet known to be the Prefe Holders' right to have additional shares (or adjustment of convers price), for no consideration, reflecting any reduced price per share the Preferred Holders' investment was made under such reduced p turallv this would apply to all manner of securities issuance muanv including warrants convertible loans etc except ndard exception (e.g. options granted under the employee incen ns, if any); All as will be further described in the defini ements / AOA.1 Protective Provisions Certain important actions of the Company shall require the consent of the Investor or the Preferred Directors (as defined below), to include, without limitation, amongst—othersi—actions to: (i) alter the rights, preferences or privileges of the Preferred Shares; (ii) allot-issue 'WHAT IS MEANT BY THE TERM "ALLOT". THIS NEEDS TO BE CLARIFIED - DOES IT MEAN AUTHORIZED ADDITIONAL PREFERRED SHARES, DOES IT MEAN GRANTING OPTIONS OR WARRANTS OR DEBT EXERCISABLE FOR OR CONVERTIBLE INTO ORDINARY ... SHARES OR PREFERRED SHARES Re h mewh WIROMMITIPPOWNWRIPITIVIMIRKe and below. e believe there is no need in this TS to further elaborate. It will be fu described in the defluitive agreements / AOAI any new securities sheets beyond those anticipated by this investment; (iii) JTO THE EXTENT IllAT IT IS NOT COVERED IN (ii) ABOVE, THE AUTHORIZATION OR ISSUANCE OF ADDITIONAL PREFERRED SIIARES SHOULD REOUIRE CONSENT', create any new class or series of shares IIF NEW CLASS OR SERIES OF SHARES ARE TO BE ISSUED, THEN THE INVESTOR CONSENT SHOULD BE REQUIRED, WIIETIIER OR NOT EQUAL OR SENIOR TO THE PREFERRED I c nie I; (iv) increase the number of shares reserved for issuance to employees and consultants, whether under the Option Pool or otherwise. (v) IIF NOT COVERED UNDER "ALLOT" ANY NEW SHARES AS PROVIDED IN (ii) ABOVE, THEN GRANTS TO ANYONE (NOT JUST EMPLOYEES OR CONSULTANTS) OF OPTIONS, WARRANTS, RESTRICTED SHARES, CONVERTIBLE DEBT OR SIMILAR RIGHTS. WHETHER FOR ORDINARY SIIARES, PREFERRED SHARES, OR ANY OTHER SERIES OR CLASS OF SHARES SHOULD REQUIRE CONSENT, EXCEPT GRANTS OF OPTIONS TO EMPLOYEES AND CONSULTANTS IN ACCORDANCE WITH SPECIFIC VESTING TERMS DEFINED IN THE AGREEMENT', grant of options to employees and consultants, whether under the Option Pool or otherwise, on vesting terms different than the vesting terms that shall be defined in the Definitive Agreement (as defined below); (vi) redeem or sale of any shares of the Company, including Ordinary Shares, Preferred Shares or any new class or series of shares; (vii) declaring or paying any dividend or other distribution of cash, shares or other assets, other than a bonus shares issuance paid to all of the shareholders of the Company on a pro rata basis; (viii) change the number of Board members or otherwise changing its composition; (ix) take any action which results in a Deemed Liquidation event or otherwise dissolving, liquidating or winding up the Company; (x) amend the incorporation documents including Articles of Association; (xi) effect any material change to the nature of the business of the Company; (xii) subscribe or otherwise EFTA00588760 acquire, or dispose of any shares in the capital of any other company; (xiii) affect any interested party transactions with the Company; (xiv) amend the signatory rights determined under this transaction; (xv) approve the Company's annual operating plan and budget and any material deviations from it; (xvi) entering into a transaction with any related party; ec-(xvii) the appointment of the CEO, CFO or CTO: or (xviii) create, incur, assume, or be liable for any indebtedness exceeding in the aggregate an amount of 5._. (ADD BORROWING AND ISSUING DEBT( Voting Rights The holders of the Preferred Shares shall vote together with the holders of all other shares of the Company, and not as a separate class, in all shareholders meetings, except as to matters that by law or pursuant to this letter are subject to a class vote. Each Preferred Share shall entitle the holder thereof to such number of votes as if such shares had been converted into Ordinary Shares. 'UNTIL THERE IS A CONTROLING INTEREST ACQUIRED BY INVESTOR, THE HOLDERS OF THE PREFERRED SHARES SHOULD HAVE THE RIGHT TO VOTE SEPARATELY AS A CLASS ON ALL MATTERS TIIAT REQUIRE SHAREI IOLDER VOTE. Irt will be" described in the deflajj agreements / AO . eneral to the xtent permitted/required Israeli law, the preferred shares shall be voted separatelvd Board of Directors Immediately following the Closing, the board of directors of the Company (the "Board") shall consist of a maximum of five (5) members: for so long the holders of Ordinary Shares hold together the majority of the Company share capital, they may appoint three (3) directors and the holders of Preferred Shares may appoint two directors ("Preferred Directors") and, as of the time the holders of Ordinary Shares, collectively, no longer hold the majority of the Company share capital, they may appoint two (2) directors and the holders of Preferred Shares may appoint three (3) Preferred Directors. This provision will also apply to any subsidiary of the Company. Insurance The Company will sign an indemnity agreement with each of the directors and will maintain Directors & Officers liability insurance, reasonably satisfactory to the Investor. Signatory Rights At or prior to the Initial Closing, the Company shall adopt a resolution effecting the signatory rights which is satisfactory to the Investor. Information and Management rights Until a QIPO, Investor shall have the right to receive: (i) financial statements within 60 days after the end of each fiscal year, which have been audited by one of the "Big Four" accounting firms; (ii) unaudited, but reviewed, quarterly financial statements within 45 days after the end of the first, second and third quarters of each fiscal year; (iii) a monthly report in a form agreed by the Board including the Preferred Directors, within 15 days after the end of each month, which report shall include a business update and overview, rofit and loss and cash-flow statement and budget variance report ard-explanatory notes iereto [We added the last wording as you suggested but we must note that in Israel, especially with companies in a very early stage such as Company this is not a common practitik; (iv) an annual operating plan and budget at least 30 days prior to the first day of the year covered by such plan and (v) such other information as may be reasonably required by Investor. Investor shall also be entitled to standard inspection and visitation rights. EFTA00588761 Pre-emptive Right Until a QIPO, the Investor will have the right, but not an obligation, to participate in any future sales of securities by the Company, upon the terms of such round of financing, and to purchase in such round up to 100% of the Company's securities offered in such sale. The holders of Preferred Shares Heleler—JWHO IS THE "PREFERRED HOLDER"? DO YOU MEAN THE INVESTOR?' may assign this right to their Permitted Transferees (as shall be defined in the Company's Articles of Association). 'ARTICLES ARE IN HEBREW. PLEASE DEFINE "PERMITTED TRANSFEREES" It will be further described in the ements / AOA. The amended articles will be in English.' Right of First Refusal Until a QIPO, each shareholder of the Company holding at least 2% of the issued and outstanding shares of the Company (calculated on an as converted basis) ("Eligible Shareholder") shall have a pro-rata right of first refusal with respect to any sale, transfer or disposition of share capital of the Company by any other shareholder of the Company, other than a transfer to Permitted Transferees ("Transfer"). Notwithstanding the foregoing any sale, transfer or disposition of share capital of the Company by the Investor, shall not be subject to such right of first refusal of the other shareholders. Tag Along Right Until a QIPO, the Investor shall have the right, with respect to any Transfer, to sell, up to all of its shareholdings in the Company, prior and in preference to any other shareholder in the Company; on the same general terms and conditions proposed under such Transfer ("Preferred Tag Along Right"). Thereafter, any shares remaining under a Transfer following the exercising of the Preferred Tag Along Right, if any, shall be subject to a pro rata right of each Eligible Shareholder, to participate in such Transfer on the same general terms and conditions proposed thereunder. Registration Rights Holders of a majority of the Registrable Shares (as defined below) shall have the right, to ene-two (DISCUSS TIIE REASONS FOR LIMITING '1 -III' It) OA 1: DI M V\ I) RIGII I 711We altered this to two demands but we must note that in Israel (at least in the last few years) one demand is the widely common practice and only in special and extreme circumstances two demands are requested. In our experience the use of `demand' is fairely rare, and usually the common use is with F3 or rule 1441 "demanclisf registration of their shares in the Company, at the Company's expense. All Shareholders of the Company shall be entitled to unlimited "piggyback" registration rights and one F-3 registration per a calendar year, to be initiated by Holders of a majority of the Registrable Shares (provided the aggregate offering price in such F-3 registration is at least USS 1,000,000) at the Company's expense. In the case of underwriter cut-backs, the shares of the Investor shall have priority over all other shares in the Company to be included in any offering in a ratio of 3:1 (1 ordinary share for every 3 Registrable Shares). All shareholders agree to a 180-day lock-up after the IPO and 90 day lock up after subsequent offerings of the Company. Registration rights will be freely assignable in connection with any transfer of Registrable Shares. For the purposes of this section, "Registrable Shares" shall mean the Preferred Shares of the Company and any Ordinary Shares issued upon conversion of the Preferred Shares WAS THERE A REASON NOT TO SPECIFY THAT REGISTRABLE SHARES ALSO MEANS PREFERRED SHARES ISSUABLE UPON EXERCISE OF THE WARRANTS AND THE ORDINARY SHARES EFTA00588762 ISSUABLE UPON CONVERSION OF SUCH PREFERRED SHARES se clatipt do we miss here. It seems this is expressly inclul he definitio of "Registrable Shares" in the sentence above. Rem u that the Warrants will be invested for Preferred Shares[. Any future registration rights granted by the Company which are superior to those granted to the holders of Preferred Shares will be subject to the approval of the majority of the holders of the Preferred Shares. EVEN IF APPROVED, I HE PREFERRED HOLDERS SHOULD ALSO RECEIVE Ilit SAIL -1/44TERIOB" RiGit,FR k FION RIG I ITSi aire believe that it will not be right to determine upfront that any "superior" registration rights shall be applying to the holders of Preferred Shares. There could be some scenarios in which the Investor may want to approve such superiority without demanding the same for itself. We think that it is much preferable to have the above veto right and to decide how to use it upon the relevant circumstances.1 Restrictions on Sale: Until the earlier of a QIPO, a Deemed Liquidation or the lapse of four (4) years as of the Closing, the Founders shall not be entitled to sell any of their shares in the Company, subject to standard exceptions for transfers to Permitted Transferees. JFOUNDERS AND INVESTOR'S INTERESTS SHOULD BE ALIGNED. IT IS CONCEIVABLE THAT AFTER 4 YEARS FOUNDERS MIGHT WISH TO EXIT ON TERMS WHICH WOULD NOT BE ACCEPTABLE TO INVESTOR, IN WHICH CASE, TAG ALONG RIGHTS WOULD NOT BE HELPFUL. THIS SHOULD BE DISCUSSED FURTHER.IIThe 4 years no sale a oun enIrvhlZSTsWMWM request for itself in some cases ether with the pretty aggressive Tag Along rights we requested ye are satisfying to our taste and should cover most of Investor's cerns in the foreseeable future. It seems to us that any thing beyond these restrictions will be very unusual and strict.1 Founders Undertakings Each Founder will enter into a non-competition and non-solicitation agreement, and an employment agreement in a form reasonably acceptable to the Investor, and shall agree to devote his entire business time and attention to the Company and to not undertake additional activities without the consent of the Investor. A breach of any of the foregoing restrictive covenants or undertakings by a Founder shall result in immediate dismissal for cause of such Founder. IWE NEED TO DISCUSS REMEDIES IN THE EVENT OF SUCH A BREACH. CERTAINLY, INJUNCTIVE RELIEF, PAYMENT OF ENFORCEMENT COSTS, LOSS OF BOARD REPRESENTATION, INVALIDATION OF ANY COMPETITIVE CONTRACTS IN VIOLATION, ETC. PERHAPS EVEN A FORCED SALE PROVISION AT DISCOUNTED VALUE. THIS SI lot LD BE DISCUSSED FUR I III 1:1 . ,/ know t 1111fos willim es Thrrillirrrorce under the Brae I law. We include under the definitive agreement any applicable/enforcea ft remedy that can be requested under the law[ Employee Vesting 100% of the shares of the Founders ("Restricted Shares") will be subject to "reverse vesting" mechanism over a period of 3 years, with a one year cliff, contingent - with regard to the shares of each Founder - on that Founder's continued employment with the Company. Vesting shall be as follows: 1/3 of each Founder's Restricted Shares shall vest upon the first anniversary of the Closing, and the remainder 2/3 of such Founder's Restricted Shares shall vest on a quarterly basis over the remaining 2 years. Any unvested shares EFTA00588763 will immediately vest upon an event of Change of Control ITIIE TERM "CHANGE OF CONTROL" IS NOT DEFINED - NNIIAT IS INTENDED HERE?! IMIExit event in which the shareholders will er or equity interests of the surviving or acquiring entities. Will be r _ immediately after such transaction less than 50% of the voting itied in the definitive agreement! and the engagement 111 II k I IS MEAS I lil I Ill. I I.1O1 - TM; kGEMLNI•"? DOES I IIIS MI %.S, ENIPLON AIEN I.? lit means employment or services agreements! k RE THERE SIGNED ENIPLOVNIEN I AGRELMEN IS FOIL I HE FOUNDERS? IS "CAUSE" DEFINED IN I IIIM?IlAs part of the definitive agreement we will make sure that there are such agreeme to our satisfactions (either already existing or shall be executed at/DA to the closing)) of such Founder with the Company is terminated by the Company not for cause. Documentation and Warranties Detailed definitive agreements among the Investor, the Founders and the Company shall be drafted by counsel to the Investor and shall include customary covenants, negative covenants, representations and warranties of the Company and the Founders reflecting the provisions set forth herein, other provisions customary in venture capital transactions and any other provisions agreed to by the Investor, Founders and the Company ("Definitive Agreements"). Expenses The Company shall bear its own fees and expenses and shall pay at the Closing all legal fees and expenses of the Investor, incurred with respect to the transaction contemplated hereby. Exclusivity For a period of 60 business days following the execution of this letter, neither the Company or the Founders nor any agent, directly or indirectly, will solicit, consider, negotiate or otherwise discuss a possible merger, sale or other disposition of all or any part of the shares or assets of the Company or an investment in its share capital with any other party. Also, during said 60 business day period the Company will not issue any securities of the Company nor will it permit a transfer of any securities of the Company. JI5 THERE A REASON THAT THE RESTRICTIONS IIEREIN SHOULD NOT MIRROR THE PRO I II( I INT PROVISIONINI This IIIIIIMPErone issue that aliMMird binding and enforceable against Founders/Company. It will be very hard/unusual to ask in such 60 days period extensive veto rights for Investor, where the Investor is not at all ihmitted to close the deal under this term sheetj Said period will automatically be extended by an additional 15 business days if the parties are still negotiating the definitive agreements at the conclusion of said 60 day period and may be further extended upon the agreement of the Company, the Founders and the Investor. Confidentiality The Company and Founders agree to treat this letter confidentially and will not distribute or disclose its existence or contents outside the Company without the consent of the Investor, except as required to its relevant shareholders, if any JTO WHICH SHAREHOLDERS OTHER THAN TILE FOUNDERS IS DISCLOSURE REQUIRED?! iii,n7Mini we included all shareholders as Founders in the definition above. In any case, to be more accurate we amended it to he 'relevant' shareholders, if anyl and professional advisors. EFTA00588764 Ordinary Course Until the Closing, the Company will conduct its business solely in the ordinary course of business and, among other things, will not declare or make any distribution to shareholders, enter into any related party transaction or sell its assets (other than the Company's products sold in the ordinary course of business). (AGAIN WHY SHOULDN'T THESE RESTRICTIONS MIRROR THE PROTECTIVE PROVISIONS?1 boomatilibosi under Non-binding Effect This letter is not intended to be legally binding, and prepared for discussion purposes only, as a statement of the Investor's present intent, with the exception of this paragraph and the paragraphs entitled 'Exclusivity' and 'Confidentiality', which are binding upon the parties hereto and shall be governed and construed in accordance with the laws of the State of Israel. Acknowledged and agreed: [INVESTOR' Mr. Amir Elichai By: Print Name: Title: Date: Reporty Homeland Security Ltd. By: Print Name: Title: Date: Date: Alexander Dizengoff Date: Yoni Yitzon Date: Lital Leshaem Date: EFTA00588765