EFTA00998731.pdf

From: "Jeffrey E." <[email protected]> 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 <[email protected]> DARREN K. INDYKE DARREN K. INDYKE, PLLC 575 Lexington Avenue, 4th Floor New York, New York 10022 Telephone: Telecopier: Mobile: email: ****************************************************************************************** **** 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. 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 [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA00998733