From: "Jeffrey E." <jeevacation@gmail.com>
To: ehud barak
Subject: Fwd: Investment Protections
Date: Thu, 09 Oct 2014 19:12:16 +0000
Attachments: Series_5_Preferred_Stock_Purchase_Agreement.pdf;
Amended_and_Restated_Articles_of_Incorporation.pdf;
Sixth_Amended_and_Restated_Investor_Rights_Agreement-l.pdf;
Fourth_Amended_and_Restated_Voting_Agreement-Lpdf;
Third Amended_and_Restated_Right_of_First_Refusal_Agreement-tpdf
Forwarded messa e
From: Darren Indyke
Date: Thu, Oct 9, 2014 at 3:11 PM
Subject: Fwd: Investment Protections
To: Jeffrey Epstein <jeevacation@gmail.com>
DARREN K. INDYKE
DARREN K. INDYKE, PLLC
575 Lexington Avenue, 4th Floor
New York, New York 10022
Telephone:
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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
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Copyright of Darren K. Indyke, PLLC - 2014 Darren K.
Indyke, PLLC — All rights reserved.
Begin forwarded message:
From: Darren Indyke
Subject: Investment Protections
Date: September 30, 2014 at 5:33:09 PM EDT
To: "Dr. George Church"
EFTA00998731
Dear George,
At Jeffrey's request I have attached the following documents which contain exemplary protections that should
be built into any financing by Georgarage, LLC:
• Series 5 Preferred Stock Purchase Agreement, which includes
o time limitations for subsequent financings in the same financing round
o protective representations and warranties
o closing conditions
• Amended and Restated Articles of Incorporation, which include
o dividend preferences
o liquidation preferences
o conversion rights
o anti-dilution adjustments on conversion price
o special voting as to different series or classes of securities
• Sixth Amended and Restated Investor Rights Agreement, which includes
o general restrictions on transfer
o demand registration rights
o piggy-back registration rights
o S-3 registration rights
o Rule 144 reporting obligations of the Company
o preemptive rights/anti-dilution rights for new issuances of securities by the Company
o Company financial reporting obligations and investor inspection rights
• Fourth Amended and Restated Voting Agreement, which includes
o voting rights for different series of securities with respect to electing directors
o drag along obligations for investors to vote in favor of major transactions (i.e., sale of substantially
all of the Company's assets or sale of all outstanding stock) approved by key holders (i.e.,
Georgarage, LLC)
• Third Amended and Restated Right of First Refusal Agreement, which includes
o in case of a investor's desire to sell his shares, a right of first refusal in favor of the Company and
the other investors
Regards,
Darren Indyke
DARREN K. INDYKE
DARREN K. INDYKE, PLLC
575 Lexington Avenue, 4th Floor
New York, New York 10022
Telephone:
Telecopier:
Mobile:
email:
EFTA00998732
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 - © 2014 Darren K.
Indyke, PLLC — All rights reserved.
please note
The information contained in this communication is
confidential, may be attorney-client privileged, may
constitute inside information, and is intended only for
the use of the addressee. It is the property of
JEE
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 or by e-mail to jeevacation@gmail.com, and
destroy this communication and all copies thereof,
including all attachments. copyright -all rights reserved
EFTA00998733