From: jeffrey E. <[email protected]> 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. <[email protected] <mailto:[email protected]> 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