EFTA01038557.pdf

From: Nicole Junkermann I Junkermanngroup To: Ehud Barak WORLD < >, Jeffrey E. <jeevacation®gmail.com> Subject: Fwd: Signed minutes by Ehud Barak on 7 august 2017 Date: Mon, 07 Aug 2017 18:07:20 +0000 Hi Ehud, Hope you are well. As I can see you signed the bod resolution were you decided for the raise in the parent company apart from your own in house auditors what brought you to this conclusion? Thank you for letting me know Nicole Sent from my iPhone Begin forwarded message: From: Office I Junkermanngroup Date: 7 August 2017 at 19:34:44 CEST To: Nicole Junkermann I Junkermanngroup Subject: RE: Signed minutes by Ehud Barak on 7 august 2017 Sure, here it goes Board minutes — 25 July, Tel Aviv CEO presents current update as per circulated presentation. Board discussed upcoming financing round, including the proposed company's pre money valuation and the amount of capital to be raised. Target date to present to Board should be no later than 1 Nov '17. The view of the majority of the board should be to raise funds in the form of an investment in the parent company. Accountants and Lawyers will provide summary of pros and cons of this. Board rejected the formation of a new Cyprus subsidiary as a European base. Tax advisors, accountants and lawyers will advise on the proposed location for the new European subsidiary. Board will be informed by 1 September. Management will explore consolidating the two brands — Reporty and Carbyne — and will report to the Board by 1 Oct. New signatory rights, replacing existing ones. Group A Group B Group C Amir Elichai Alex Dizingof Ehud Barak Lital Leshem 1. Any expenditure up to USD25,000 to be approved by Group A's signature 2. Any expenditure of between USD25,000 and USD75,000 to be approved by Group A's AND Group B's signature 3. Any expenditure of over USD75,000 to be approved by Group A's AND Group C's signature Exceptions to the above are: Signature from Group A together with company stamp is binding for EFTA01038557  a. Payments re 1 to 3 above b. Payments to employees on existing agrements re income tax, VAT social security etc on an aggregate monthly amount of USD400,000.00 c. Execution of employment agreements of up to USD150,000 per employee d. Execution of day-to-day agreements that do not generate any liability for the company e. Transfer of funds between the company wholly owned bank accounts and any of its wholly owned subsidiaries of up to USD400,000 f. Payments of utility bills, tax national insurance, etc of up to USD150,000.00 Amir is authorised to carry out the above by the company Regards Luciano Caruso NJF Capital Ltd, part of the Junkermann Group T: M: E: From: Nicole Junkermann I Junkermanngroup Sent: 07 August 2017 17:39 To: Office I Junkermanngroup Subject: Fwd: Signed minutes by Ehud Barak on 7 august 2017 Can u summarise the resolution for me Thanks Sent from my iPhone Begin forwarded message: From: Nili Priell Date: 7 August 2017 at 18:37:25 CEST To: Amir Elichai < > Cc: ehud barak <- >, Nicole Junkermann >, Jeff ‹> Subject: Re: Signed minutes by Ehud Barak on 7 august 2017 EFTA01038558