EFTA01783526

From: ehbarak Sent: Thursday, August 11, 2016 2:47 PM To: Jeffrey E. Subject: Re: I'll call in an hour. Best EB =ent from my iPhone On 11Aug 2016, at 17:08, jeffrey E. «= href="mailtoieevacation@gmail.com">jeevacation@gmail.com> wrote:=br> 505-938-2929 On Thursday= August 11, 2016 > wrote: The automatic conversion of the preferred share that was initially stated in the term sheet to occur upon a qualified IPO of no less than $50 MM in gross proceeds that nets $10MM of proceeds, now will not occur unless there is a qualified IPO of $80MM gross proceeds that nets $20MM of proceeds. 3.=The 6% liquidation preference per share that was initially stated in the term sheet to terminate once the preferred holders received distributions of 2 times the purchase price for their shares, no will not terminate until the preferred holders receive 3.5 times the purchase price for their shares. 4. The bring along rights that in the term sheet were initially effective only upon 60% shareholder approval of a transaction with a pre-money valuation of not less than $50MM, now may be imposed even if the pre- money valuation is less than $50MM as long as there is 75% shareholder approval. That is to say, bring along rights are imposed i= if there is 60% shareholder approval of a transaction with a pre-money valuation of not less then $50MM or if there is 75% shareholder approval of a transaction with a pre-money valuation of less than $50MM. <=r> Because there is missing information, I cannot give you a full=summary of the deal as currently drafted. For example: =div>l understand from the email we previously received that transmitted the signed term sheet to us that there were certain changes to be made to the warrants. Specifically, the 25% increase in the exercise price of =the warrants was not to take effect unless either the first warrant for $1,500,000 was exercised by us or there was a subsequent round of equity financing of at least $1MM where the purchase price per share in that round was at least 25% higher than the purchase price in our round. =However, the documents provided to me include only a reference to the warrants to be issued in the transaction as being on schedules to the Share Purchase Agreement and does not include the schedules or the full terms of the warrants. So, I have no idea of what the terms are for =warrants. There is a vague reference in the purchase agreement to a =First Warrant for $1,500,000, but nothing else about the terms of that warrant and nothing about the other warrant (which the term sheet says is supposed to be for another $2MM, but I cannot not verify). EFTA_R1_00104208 EFTA01783526 The other big problem is that, in addition to the omission of the schedules containing the forms and terms of the warrants, no other schedules have been provided to us, including: The schedule of=milestones that trigger obligation to fund second tranche of $680K in no mo=e than 9 month. Board Resolutions Shareholder Resol=tions CEO Compliance Certificate Legal Opinion Director Indemnification Agreements Services Agreement of Gideon=levita Employment Agreement of Raviv Levita Consulting A=reement of Ehud Barak Founders Repurchase Agreements Reviewed but not audited Financial Statements Business Plan and Budget Form of Non-Comp, Non-=olicitation and Confidentiality Agreements Form of Employment Agr=ements Disclosure Schedule, which includes the lists of except=ons to the representations and warranties of the Company. The dis=losure schedule that is missing includes: list of options grante= contracts, agreements and commitments list list of rel=ted party transactions list of officers and directors prior to cl=sing schedule of real property and tangible assets IP S=hedule Product Schedule Royalty Payment Obligations&nbs=; Open Source Materials used Schedule of liabilities Exceptions to Absence of Changes from Delivered Financial Statements=/div> Employee list List of Employment, contractor and consul=ant agreements List of employment, contractor and consultant agre=ments not terminable at will upon 30 days notice without liability List of government funding, government or university resources, or other p=rson funding used to develop IP List of employees, contractors, c=nsultants that were affiliated with Govt or universities, etc. Li=t of Brokers entitled to be paid for this transaction List of Ins=rance Policies List of laws not complied with <=div> &nb=p; please note The information contained in this communicatio= is confidential, may be attorney-client privileged, may 2 EFTA_R1_00104209 EFTA01783527 constitute i=side information, and is intended only for the use of the addressee. It i= the property of JEE Unauthorized use, disclosure or copying of this<=r>communication or any part thereof is strictly prohibited and may be un=awful. If you have received this communication in error, please notify u= immediately by return e-mail or by e-mail to jeevacation@gmail.=om <javascript:_e(%=B%7D,icvmrneevacation@gmail.coms);> , and destroy this communication and all copies thereof, includ=ng all attachments. copyright -all rights reserved =nbsp; please note The information con=ained in this communication is confidential, may be attorney-client priv=leged, may constitute inside information, and is intended only for th= use of the addressee. It is the property of JEE Unauthorized use, di=closure or copying of this communication or any part thereof is strictly=prohibited and may be unlawful. If you have received this communicati=n in error, please notify us immediately by return e-mail or by e-mail t=jeevacation@gma=l.com <mailto:jeevacation@gmail.com> , and destroy this communication and all copies thereof, inc=uding all attachments. copyright -all rights reserved 3 EFTA_R1_00104210 EFTA01783528