EFTA02512061.pdf

From: jeffrey E. <jeevacation@gmail.com> Sent: Thursday, January 22, 2015 11:17 AM To: Ehud Barak Subject: Re: telco Reporty yes 7 new York im on On Thu, Jan 22, 2015=at 6:19 AM, Ehud Barak > wrote: Hi Jeff Ill= send you and Darren a short response to Darren's remarks. =div>Please let me know if we need Darren as well on the telco. I will have=Udi and Tomer, two IL high tech Lawyers of mine. I'll =all you 2pm IL time which is Noon time GMT. (8am LSJ ?) Best EB Sent from my iPhone On Jan 22, 2015, at 02:3=, jeffrey E. <jeevacation@gmail.com <mailto:jeevacation@gmail.com> wrote: 1. Pre•money valuation was estimated at $3,338,710, and $1.5MM investment was intended to be 31% of Company on a fully diluted basis. Now $1.SMM bu=s 25% on a fully diluted basis based on a $4.5 MM company valuation. However, to get EB up to 31% he is being offered up to 6% of ordinary=20 shares for serving as director. The 6 percent vests in 8 equal quarterly installments over 2 years. However, by doing it this way, 1=20 believe the warrant exercise prices which are based on a percentage of the original purchase price per share will start at a higher exercise price per share. 2. Regarding warrant exercise prices, you may recall that in the last iteration of the term sheet, the investor was to be given two sets of warrants: one set of $1MM worth of warrants exercisable at any time over a 4 year period at 150% of the purchase price per share of the preferred shares in this investment; and the second set of $2.SMM of warrants exercisable at any time over a 4 year period at 175% of the purchase price per share of the preferred shares in this investment. Now this has been=20 changed so that only for the 1st two years of the 4 year exercise period are the warrants exercisable at 150% and 175% of the purchase price per share, respectively. In the third year the exercise prices increase =o 195% and 225%, respectively, of the original purchase price per share, and in the fourth year, the exercise prices increase to 240% and 275%, respectively of the purchase price per share. If the original intent=20 was for the warrants to enable EB to acquire a majority interest of the Company, with the increase in the original purchase price per share, while the aggregate dollar amount that may be exercised remains the same, even with a full exercise of all $3.5 MM of warrants in the first two years (i.e., with an exercise price at 150% and 175% of the purchase price per share), it does not appear that EB will acquire a majority interest. He certainly won't when the exercise prices are inc=eased in years 3 and 4 of the warrant exercise period. </=iv> 3. There is a note that is deleted about there being a finders fee payable to Echar Erez under which he was supposed to receive cash in the amount of 2.5% of the investment amount, plus options for 2.5% of the investment shares. Although the note was deleted, I wonder whether that fee is=20 being paid somewhere. EFTA_R1_01644684 EFTA02512061 4. They put a time limit of 2 years on price anti-dilution. They also change= the description of the price anti- dilution from broad based weighted average to narrow based weighted average. 5. Whereas previously any deemed liquidation event would require EB approval, now only liquidation events where EB would receive less than 400% of his investment require EB approval. 6. Whereas budget variations required EB approval now only if the budget varies by 10% in any given month (and not in the aggregate) would prior approval be required. 7. incurring any single debt o= $100K or more would require EB approval. Obviously this can be avoide= with a series of separate debt transactions. 8. Financial reporting that was unaudited monthly reports 15 days after the end of every month, unaudited quarterly financials 45 days after end of each of the first, second and third quarters and audited annual financials 60 days after the fiscal year end has been changed to 30 days for monthly reports, 60 days for unaudited quarterly financials and 90 days for audited annual financials. 9. Auto conversion of the ordinary shares was originally to take place if the Company netted $10MM in an IPO at a pre-money valuation of the Company of at least $50MM. Those numbers have now been changed to auto conversion upon the company netting $30MM in an IPO at a pre-money valuation of at least $100MM. 10. The term=20 sheet originally provided that founders could not sell any of their holdings until the earlier of the expiration of four years, a qualified IPO or a Deemed Liquidation of the Company. The revised term sheet allows the Founders after two years to sell their holdings until they receive $300,000, but each of the Founders may not sell more than 10% of his or her holdings. Any such transfers will be subject to the right=20 of first refusal of each 5% shareholder to purchase a pro rata portion of the shares to be sold by the Founder, but such transfers will not be subject to the EB's tag along rights. DARREN K. INDYKE please note The inf=rmation contained in this communication is confidential, may be attorne=-client privileged, may constitute inside information, and is intended =nly for the use of the addressee. It is the property of JEE Unaut=orized use, disclosure or copying of this communication or any part the=eof is strictly prohibited and may be unlawful. If you have received th=s communication in error, please notify us immediately by return e-m=il or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and all co=ies thereof, including all attachments. copyright -all rights reservedar> 2 EFTA_R1_01644685 EFTA02512062 =C2 please note The information contained in this co=munication is confidential, may be attorney-client privileged, may c=nstitute inside information, and is intended only for the use of the ad=ressee. It is the property of JEE Unauthorized use, disclosure or co=ying of this communication or any part thereof is strictly prohibitedand may be unlawful. If you have received this communication in error,=please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com</=>, and destroy this communication and all copies thereof, including =11 attachments. copyright -all rights reserved 3 EFTA_R1_01644686 EFTA02512063