EFTA01121405.pdf

Agreement This Agreement ("Agreement") is made on this day of January, 2016 ("Effective Date"), between Sum (E.B.) 2015 - Limited Partnership, a limited partnership incorporated in Israel (the "Partnership"), by its general partner, Ergo (E.B. 2014) Ltd., a private company incorporated in Israel (the "General Partner") of the one part, and Southern Trust Company, Inc. ("Southern') of the other part. WHEREAS the General Partner and Southern have entered into a certain Non-Recourse Promissory Note, dated March 23, 2015, a copy of which is attached hereto as Schedule A ("Note"). according to which Southern provided the General Partner with a loan in the amount of USS 1,000,000 ("Principal Amount") to be used by the Partnership to purchase Series A Preferred Shares of Reporty Homeland Security Ltd., a private company incorporated in Israel ("Reporty") in accordance with that certain Series A Preferred Share Purchase Agreement, dated March 29, 2015, between Reporty, the Founders (as such term is defined therein) and the Partnership (the "SPA"); WHEREAS, the Partnership was registered following the execution of that certain Limited Partnership Agreement, dated April 6, 2015, between the General Partner and Cogito'(E.B.) 2015 Ltd. ("Cogito"), a copy of which is attached hereto as Schedule B (the "Partnership Agreement"); and WHEREAS, the Note, including all rights and all obligations, duties and undertakings of the General Partner under the Note, was assigned from the General Partner to the Partnership pursuant to that certain Assignment. dated May 14, 2015, a copy of which is attached hereto as Schedule C (the "Assignment"); WHEREAS. the Partnership and Southern wish to convert 100% of the Principal Amount, and all interest accrued thereon under the provisions of the Note (collectively, the "Loan Amount"), into a Partnership interest to be issued and allocated by the Partnership to Southern, on such terms and conditions further set forth herein; NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Partnership and Southern ("Parties") hereby agree as follows: 1. Conversion 1.1. Upon execution of this Agreement, the Loan Amount and any and all of Southem's rights under the Note shall be fully converted into the right to hold an ownership interest in the Partnership which, among other things, will confer upon Southern (a) the percentage ownership of all ownership interests in the Partnership specified in Schedule D attached hereto, (b) 100% of the Preferred Rights (as defined below) in the Partnership, and (c) status as a limited partner duly admitted to the Partnership and having the rights conferred to such a partner under the terms of the Partnership Agreement and Israeli law (the "Conversion"); such that thereafter, the Note shall become null and void and shall have no further force or effect. 1.2. Upon consummation of the Conversion, the ownership interests of all of the Partners in the Partnership shall be allocated, free and clear from any right (including pre- emptive or similar rights) of any third party, as set forth in Schedule D attached hereto. 1.3. For the purpose of the Conversion, the Parties undertake to make any amendment to the Partnership Agreement required to reflect the applicable terms set forth herein EFTA01121405  and execute, file and/or deliver all notices. filing and documents, needed in order to have Southern join the Partnership as a limited partner and become a party to the Partnership Agreement 2. Distribution. Any distribution of assets and/or proceeds that shall be made by the Partnership to its partners (in the amounts and at the dates that shall be determined by it from time to time in accordance with the applicable law), shall be subject to the following (each, a "Distrthution"): 2.1. First, and in preference to any right of any partner (including the General Partner and all other limited partners) to any portion of such distribution, Southern (and any other potential partners that, upon the approval of the General Partner, are admitted to the Partnership as limited partners and contribute to the Partnership substantially on the same terms of Southern herein), as the holder(s) of the following preferred rights in the Partnership ("Preferred Rights") shall be entitled to receive the Ml amount of such distribution, each up to the aggregate amount theretofore contributed by it to the Partnership (which with respect to Southern, initially upon the consummation of the Conversion. will be an amount equal to the Loan Amount, and shall thereafter be increased by the amount of any additional contributions made by Southern to the Partnership) (hereinafter referred to as the "Preferred Rights' Contribution"), plus applicable interest (as defined below) accrued thereon as provided herein (a "Preferred Rights Preferred Amount"), less the aggregate of amount of all distributions previously made to the holders of Preferred Rights by the Partnership pursuant to this Section 2.1. 2.2. Second, any distribution amount remaining after the payment in full of the Preferred Rights Preferred Amount (the "Profit"), shall be distributed as follows: (I) 50% of the Profit shall be distributed between all the Preferred Rights holders, on a pro rata basis between them, in accordance with the aggregate of all Preferred Rights Preferred Amounts theretofore distributed to each of them; and (ii) 50% of the Profit shall be distributed between all the tan-Preferred Rights holders, on a pro rata basis between them, in accordance with their Partnership's interest. For the purpose of this Agreement "interest" shall mean an annual interest rate of 5% calculated with respect to anybmount ofPreferred Rights' Contribution, from the date such amount was actually provided to the Partnership until the date of full repayment of such amount by Partnership following Distribution(s). 3. future Investments in Revortr. 3.1. In addition, in the event that the Partnership does not raise or secure from other potential partners by the close of business on January 31, 2016 additional investments in an aggregate amount equal to the Additional Closing Purchase Price (as defined in the SPA). Southern hereby irrevocably undertakes to contribute to the Partnership, within 5 business days following the request therefor by the General Partner made subsequent to January 31, 2016, an additional amount up to, but not more than, $500,000, which, when combined with the amounts to be contributed to by such potential partners in connection with any such additional investments raised by the Partnership, will equal the Additional Closing Purchase Price (provided, however that all such additional amounts paid by Southern and all such potential investors shall be used by the Partnership solely to pay Reporty the Additional Closing Purchase Price). EFTA01121406  3.2. It is further agreed that in the event that the Partnership shall elect to exercise 0) the Warrant (as defined in the SPA), and/or (ii) any other right that the Partnership may have with respect to the purchase of additional securities of Reporty (collectively, the "Additional Rights"), the Partnership shall first offer the holders of Preferred Rights (on a pro rata basis between them) the right to contribute to the Partnership an amount equal to the applicable exercise price for that purpose (and if such amount is so contributed it shall be used by the Partnership solely to pay such exercise price), and the holders of Preferred Rights shall have S business days to accept in writing such offer, upon which acceptance the applicable accepting holders of Preferred Rights shall be obligated to contribute such amount to the Partnership within a reasonable time thereafter so as to enable the Partnership to exercise such Additional Rights. 3.3. In the event that and immediately at such time as Mr. Ehud Barak becomes permanently disabled (god forbid) and/or for any reason the management and business of the General Partner shall no longer be subject to Mr. Ehud Barak's ultimate control (including, but not limited to, where Mr. Ehud Barak holds less than the minimum percentage interest in the General Partner required in order for him alone to dictate the decisions and actions of the General Partner), the General Partner shall take no further action with respect to the management and operation of the Partnership until it first gives Southern written notice of such event and Southern has a reasonable period of time within which to determine whether or not to replace the General Partner with a new general partner of the Partnership as hereinafter provided. Southern shall have the right to replace the General Partner and appoint anyone on their behalf as a new general partner of the Partnership who shall be authorized to continue the management and operation of the Partnership based on the same purposes and principles used by the General Farmer with respect to the Partnership investment in Repony. Tn the event Southern determines to replace the General Partner with a new general partner of the Partnership, then thereafter the General Partner shall have no authority to take, and it shall not take, any further action with respect to the management and operation of the Partnership. In the event Southern determines not to replace the General Farmer, then upon receipt of written confirmation from Southern of the decision not to replace the General Partner, the General Partner may continue with the management and operation of the Partnership. Southern shall not unreasonably delay any determination of whether or not to replace the General Partner with a new general partner of the Partnership. 4. General. 4.1. Assignment. Neither Party may assign or otherwise transfer this Agreement or any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party. 42. Tax. Each Party shall be responsible for the payment of all taxes that may be levied or assessed upon it in connection with this Agreement. 43. Authority. Each Party has full corporate power and authority to execute this Agreement and to perform its obligations hereunder; and all corporate action on its part necessary for the authorization, execution. delivery and performance of this Agreement by it have been taken. EFTA01121407 Tne Parties have executed this Agreement as of the first date set forth above. • fir' ei„.24,1 Sum (E.S.) 2015 - Limited Partnership (By its general partner • Ergo (E-B. 2014) Ltd.) We hereby acknowledge td agree to all the aforesaid: Oseito (EB) 2015 Ltd. EFTA01121408  NON-RECOURSE PROMISSORY NOTE 51,000,000.00 March 'a , 2015 FOR VALUERECEIVED, ERGO (E.B. 2014)LTD., having an address at 1 Shaul Hameleoh Boulevard, Tel-Aviv 603301, Israel (the "Earromple'), hereby promises to pay to die order of sounceittilRUST COMPANY,INC, having an address at 6100 Red Hook Quarter, B3, St. Thomas,USW 00602 (the "Lender"), the principal stun ofCane Million and con°Oda Dollars (US. SI 000,000.00), plus interest on the unpaid principal balance at the rate of one percent (1.00%) per annum (the inlerest Rite), on March 31, 2018 (the "Maturity Date"). On the Maturity Date, or upon earlier acceleration, all outstanding principal, acomed interest and charges hereunder shall be due and payable in NIL LOAN This Note's made to confirm and constitute the Borrower's obligation to repay a loan in the amount of OneMillion and 00/100ths Dollars (U.S. 51,000,000.00) made by the Lender to the Borrower in thustan a certain yet to be formed Israeli limited liability pannenhip (the isn which will use the full amount of the proceeds ofsaid loan to purchase from Reporty Homeland Security Ltd., an Israeli private company ("Repony"), Shares ofReporhes Series A Preferred Shares (said Series A Preferred Shares. including all such shares initially to be acquired and all such shares that may hereafter be acquired, are hereinafter referred to as the -Purdased Shares") upon the terms and condition ofthat certain Series A Preferred Sham Purchase Agreement in substantially the form attached as Exhibit A hereto (the "Purchase Agreement"). The Borrower represents and vramnts that Ehud Barak is the sole beneficial owner of the Borrower. The Borrower covenants that nod Barak shall remain the sole beneficial owner of the Borrower at all times through and including the Maturity Dem. The Borrower thither covenants that the Borrower shall be the general parser in the LLP at all times from and after the creation of theUP and issuance ofany partnership interests therein through and including the Maturity Date. NON-RECOURSE OBLIGATION This Note is non-recourse as to the Borrower. The Lender's recovery against the Borrower for the failure to pay any amount owing hereunder when duo shall be limited solely to the Purchased Shares. The Borrower shall not be liable or have any personal liability in any other respect for the payment ofany amount due tinder this Note. APPLICATION OF reibefFNTS All payments made by the Borrower hereunder, shall be applied first to late charges, fees, comp expenses and all other amounts due the Lender, if any, under this Note or otherwise (incloding legal fees and expenses incurred in enforcing the lender's sights), other than principal and interest, thee to interest at the rate of interest then in effect (including, without limitation, any default interest due), and the balance to the principal balance due under this Note. EFTA01121409  PAYMENT CURRENCY PLACE OF PAYMENT. All payments on this Note are to be made by a transfer of the Purchased Shares, or (per mutual agreement of the Lender and the Borrower) in lawful money of the United States of America in immediately available funds, at the office of the Lender at 6100 Rod Hook Quieter, B3, St. Thomas, USVI 00802, or such other place as the Lender shall designate to the Borrower in writing. ZION-BUSINESS DAYS. If any payment of principal or interest hereunder becomes due on a Saturday, Sunday or any other day which is not a business day, such payment shall be deferred to• and shall bo payable on, the next business day. PREPAYMENT. This Note may be prepaid in whole or in pan, without premium or penalty, and each such prepayment shell be made together with interest accrued on the amount prepaid. DEFAULT. If any of the following events shall occur during the term hereof, such events shall be deemed a default by the Borrower hereunder (each an `Event ofDefault*); () The failure of Borrower. in the name and for the benefit of the LLP, to close on the purchase of at least 81.000,00C of Purchased Shares from Regally by March 2015, substantially upon the temp and conditions set forth in the Purclvue Agreement; or (i) There shall he a delhult in the payment of principal, interest or any other amount doe under this Note as and what the same shall have become due and payable in accordance with the tams hermit or (iii) There shell have been entered any order, judgment or decree by a court of competent jurisdiction for relief in respect of the Borrower, the LLP or Reporty under any applicable Federal or state bankmptcy law or similar law. or appointing a receiver, assignee or trustee of all or a substantial part of the Borrower's, the LLP's or Reporty's property. assets or reveoces, and any of the above in this section was not deleted within 30 days; or (iv) The filing by the Borrower, the 11.P or Reporty of a petition or consent to a petition seeking relief under any applicable bankruptcy, insolvency or other similar law, or the consent by the Borrower, the 112 or Reporty to the institution of proceedings thereunder or to the G3ing of any such petition or to the appointment or taking of possession by a receiver, liquidator, assignee, 7ustee or custodian, of my substantial pan of the property, assets or revenues of the Borrower, the LLP or Raporty or the making by the Borrower, the LLP or Reporty ofan assignment for the benefit of creditors, or the inability of die Borrower, then" or Reporty to pay its debts as they become due and payable; or 2 EFTA01121410  (v) The creation ofany lien, Maim or encumbrance upon, all or any pan of the Purchased Shares, or any interest herein, other than pursuant to this Note or any of the documents pursuant to which the Borrower or the LLP acquirer any of the Purchased Shares, or any sale, transfer, assignment, or other disposition ofall or any part of the Purchased Shares, or ay interest there= or (vi) The creation of any lien, claim or encumbrance upon, all or any pan any of the property, asset or revenues ofthe LLP, whether now owned or hereafter acquired, or any general partnership interest or limited partnership interest therein, other than pursuant to or as contemplated by this Note, or any of the documents pursuant to which the Borrower or the LLP acquires any of the Purchased Shares, or any sale, transfer, assigament, or other disposition of all or any part any of the property, tastes or revenue of die LLP, whether now owned or hereafter acquired; or (vii) Ehud Barak cases to be the sole beneficial owner of the Borrower, or at any rime following the creation of the LLP end issuance of any partnership interest therein cases to be the sole beneficial owner of all of the issued and outstanding ownership intern in the LLP (unless such issuance was approved in writing by the Lender); or (viii) The dissolution of the Borrower, the LLP or Repony, or the cessation of business of the Borrower, the LLP or Report in the ordinary course, or the death ofEhud Bank; or • (ix) At any time after the execution and delivery haat (A) this Note shalt case to be in full force and effect (other than by reason of the payment in MI of all =oats now or hereafter due hereunder and the resulting termination of this Note in accordance with the terms hereof) or shall be declared null and void, or (B) the Borrower, or the LIP *all contest the validity or enforceability of this Note in writing or deny in writing that the Borrower or the UP has any father liability under this Note. In the case of en Event of Maul% without any demand, presentment, protest or other notice whatsoever to the Borrow, ot other statutory or other rights of redemption, or ley other action by the Lender, all of which are hereby expressly waived by the Borrower, the unpaid principal amount hereof and all accrued interest shall become due and payable in full upon the occunencc of any such event and the Lender may exercise simultneously or seriatim any or all of such other rights and remedies as may be lawfully permitted under Federal law or Virgin Islands law and any and all of the remedies of the Lender set forth herein. T.ass Pic OF Note. Upon receipt of evidence reasonably satisfactory to tha Borrower of the loss, theft, destruction or =relation of this Note, and of indemnity reasonably satisfactory to the Borrower, if lost, stolen, destroyed or mutilated, the Borrower shall execute and deliver to Lender a new mote identical in all respects to this Nose 3 EFTA01121411  era r Frnnti MST. In the event that it becomes necessary to enforce the provisions of this Note against the Borrower in order to collect any amounts due hereunder, all costs, fees and expenses of such enforcement, including, without limitation, ell attorneys fees and disbursements and all fees end disbursement of other professionals relating to the enforcement of any obbga€ons under this Note, when incurred shall be deemed to be additions to principal and shall become immediately due and payable hereunder. NON-WANES The Borrower hereby oxpressly waives presentment for payment, demand for payment, notice of dishonor, protest, notice of protest, notice of non-payment, and all leek of diligence or delays in collection or enforcement of this Note. The Lender may extend the time of payment of this Note, postpone the enforceraent hereg release any collateral securing this Note, or grant any other indulgences whatsoever without affecting or diminishing the Lender's rights ender this Note, which right are hereby expressly reserved. Any waver of any provision hereof must be in writing No failure on the pan of the Lender to exercise, and no delay in exercising, any right, power or privilege under this Note shall operate as a waiver the* nor shall any single or partial exercise of any right, power or privilege under this Mita preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies herein provided are cumulative and not exclusive ofany and all other remedies provided by law. SUCCESSORS AND ASSIGN/. This Note is binding upon the Borrower and its successors and assigns; provided, however, that the Borrower shall not be entitled to assign or delegate any rights or obligations under this Note without the prior written consent of the Lender; provided, father, however, that the Borrower shall assign this Note, and its rights and obligations hereunder, to the UP, which shall assume the same, immediately upon fomtation and registration of the UP under Israeli law and the Borrower's batsman the general partner of the UP, and the Lender hereby cadent to such assignment Upon such assignment, the LLP shall be substituted in all places in this Note fm the Borrower, and shall have all of the rights and obligations of the Borrower under this Note, as if the LLP were the original maker hereof The Borrower hereby consents to the Lender's sale assignment, transfer or other disposition at any time or times hereafter, of this Note, or any right or interest herein contained. Upon such assignment, the assignee shall have all of the rights of the lender tc enforce any tarn of this Note. The Borrower agrees not to assert as against any such assignee any claims, offsets, deductions or defenses it may have against the Lender for breach of this Note or otherwise. AMENDMEaNT AND MODIFICATION, This Note may be amended, modified or supplemented only by written agreement signed by the Lender and the Borrower. GOVERNING AW. 4 EFTA01121412  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED RI ACCORDANCE WITH, THE LAWS OF THE UNITED STATES VIRGIN ISLANDS APPLICABLE TO CONTRACTS TO BE PERFORMED ENTIRELY THEREIN, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS APPLICABLE THEREIN. WAIVER TO THE WENT PERMITTED BY LAW, THE BORROWER AND THE LENDER HEREBY WAIVEANY RIGHT TO A TRIAL BY JURY. NOTIrfk.. Except as otherwise expressly provided in this Note. all notices and Ober communications made or required to be give* purslane to this Note *all be In writing Led shall be delivered by band. mailed by registered or certified firs( class me, postage prepaid, sent by overnight courier, or sent by email or facsimile (with evidence of tranantulem retained) end confirmed Sy delivery via couriers postal service, addressed æ follows: (a) if to che Brower, ulerard, Tcgavly 6473301, brad, firsinalle no.: 972-34446063, with a copy to Adv. 13di Kneen& facsimile no. 972-3-6097797, email: aditgrwrrl..lewer.i: and (b) if to gie Leaden ' Quarter, B3, SL Thomas, USVI 00402, facsimdt no.: 340-775-252E, email: with a any to Darren K. Indyltc, EM, Dina K. Ind*. PU.C, 575 Lexington Avenue, 4th Flout, New York. NY [0027. facsimile no. 646-350437R or at such other address kr net as the Leader the last have furnished in writing to the Borrower. FAXED AND SCANNED SICR4ATURF-S. Signatures of this Note transmitted by IDA. or scanned and then transmitted by email ugnsmission dull have the same ether as original signatures. IN wrmEss synmor. the Borrower has duly executed this Note a the date fint above wrsten. ERGOpl. 2014) & 11 • and Era:B.8.201d) Ltd: Tidt 5 EFTA01121413  Partnership Agreement Made and entered into In Tel As iv, this A:: day of the month of April, MI5 By and Between: Ergo (LB. 2014) Ltd. Private Company No. 515175495 Or l Shaul Hernelech Boulevard, Tel Aviv (hereinafter: the "General Partner") on the lint part: And: Coen (LB.) 2015 Ltd. Private Company No. 515221021 Of I Shaul Hamelech Boulevard, Tel Aviv (hereinafter: "Cog(to") an the second nart• (the General Partner and Cogito shall hereinafter be referred to individually n the "Partner" and/or the "Part)", and collectively, as the "Partners" aedfor the "Partin") WHEREAS: the Partners wish to cooperate between them in establishing an Israeli limited parinmship (hereinafter: the "Partnership"); and WHEREAS: the General Partner has the know-how, experience and qualifications as required for the purpose of establishing and managing the Partnership; and WHEREAS: the Parties wish to regulate the relations/tip between them in all matters pertaining to the establishment of the Pa tnership and its conduct; Pitt !,,lowing has therefore been agreed, stipulated and declared herween the Parties: I. preamble The preamble to this Agreement forms an integral part hereof. 2. The Establishment of the Partnership 2.1 Ibcgame of the Patin big — The name of the Partnership shall be "Sum (ES.) 2015 - Limited Partnership" — or any other name as shall be agreed upon with the panics' consent and approved by the Registrar ofPartnerships. 2.7 The re iallm'g ssaggatis) - The Partnership shall be registered with the Registrar ofPartnerships as a limited partnership. EFTA01121414  2 3. The Structure of the Partnership 3.1 The Partnership shall be a limited partnership: Cogito shall be a limited partner, and Ergo MD. 2014) Ltd shall be the General Partner. 3.2 The holdings of each one of the Partners in the Partnership shall be as set forth below: Name of the Partner The part of !The Amount injected into the Partner I the Partnersitha(NIS) I The General Penner 0.1% 1.00 C,Ogito 99.9% 999.00 Total 100% 1.100 4. The Nature/Paronse et the Partnership The purpose of the Partnership shall be to engage in investments andior in any lawful business, as shall be determined by the General Penner. 5. The Under-tektites and Declarations of the Partners The Partners hereby declare and undertake as follows.. 5.1 That there is to contract or agreement to which :hey arc a party and there is no other provision whatsoever that applies to them, which prevents any of them from entering into this Agreement andfor from performing any of the provisions hereof and/or from aamg within the Partnership. Should it transpire that any of them is subject so suck an impediment, such party will cause the immediate cancellation of the said impediment and/or will obtain the consents as required for the purpose ofeornplying with this Agreement in full, at its experne. 3.2 To keep confidential the terms and conditions of this Agreement and all of the details pertaining to the Partnership and to the management thereof, with the exception of information that is required for the purpose of submission thereof to the competent authorities and/or information that is required in order to advance the affairs of the Partnership and/or information that is required for the implementation of this Agrecnent. and also with the exception of information that is in the public domain. This undertaking is net limited in time and it shall apply to the Parties also after they have the Partnership. as long us the Partnership itself continues to act. 5.3 The Palmas confirm that they are aware and understand that any tax liability of the Partnership, if applicable, shail be borne by the Partners directly, in accordance with the amount of their holdings in the Partnership. EFTA01121415  3 6. The Tenni of the Partnership The Partnership is being set up for the period commencing on the date of registration thereof with the Registrar ofPartnerships, and it shall exist for an unlimited period of time, subject to that stated in this Agreement. 7. The Menanoment of the Partnership The Partnership shall be managed by the General Partner. B. Signatory Rights The General Partner shall have the signatory rights on behalf of the Partnership, for all intents and purposes, in accordance with the resolutions of the Board ofDirectors of the General Partner. 9. Bookkeenino The Partnership shall keep appropriate accounting books as per standard practice in businesses similar to the Partnership's business. Each Partner till be entitled to inspect the accounting books at any time, and to examine same. 10. The Governine Law This Agreement shall be SUhi.-. CI to the laws of the State of Israel. II. Expenses Incurred In Pteparing the Agreement for Establishing the partnership and for Recistwation Thereof All of the expenses incurred in preparing this Agreement and in the registration of the Partnership with the Registrar of Partnerships shall apply to the Partnership. 12. Noticq The addresses of the Parties for the purpose of this Agreement EU as set forth in the Preamble hereto. Any notice that shall be seat by registered mail in accordance with one of the aforesaid addresses shall be deemed to have been brought to the attention of the addressee party within 72 hours from the time of dispatch thereof. and if delivered by hand or by fnx, on the daze of the delivery thereof. In witness whereof the Parties hereto have hereunto set their hands In the place and on the date tint above written: [Signature I [Signature I Ergo (E.B. 2014) Ltd. CogIto (E.B.) 2015 Ltd. EFTA01121416  ASSIGNMENT Ibis Assignment is mule on this day of May, 2015, between Ergo (E.B. 2014) Ltd., a company inoorporated in WI WI (the "Assignor") of the one part, sad Sum (E.B.) 2015 - Limited Partnership, a limited partnership incorporated in Ism! (the "Assignee") of the other Part' WHEREAS the Assignor and Southern Trust Company, Inc. have entered into a certain Non-Rmourse Promissory Note, dated March 23, 2015, a copy of which is attached hereto as Schedule A (the "Note"); and WHEREAS, the Assignor wishes to assign to the Assignee and the Assignee willing to accept from the Assignor the assignmem or an the Assignor's right and obligations in and to the Note, as set forth herein; NOW THIS ASSIGNMENT WITNESSES AS FOLLOWS: 1. In accordance with the provisions of the section titled "Successors and Assigns" of the Note, the Assignor hereby irrevocably and unconditionally assigns and transfers to the Assignee, and the Assignee hereby accepts and assumes, all rights and all obligations, duties and undertakings of the Assignor under the Note, effective as of May 3, 2015, and shall assume and agree to the same terms and conditions on which such have been applied to the Assignor at the time of the =anion thereof as the Borrower party thereto (as still tcnn is defined therein). original, with the 2. This Assignment may be signed in counterpart, each of which shall be an same effect as if the signatures thereto and hereto were upon the same instrument. set forth The Assignor and the Assignee have executed this Assignment as of the first date above. 4 3. 2014) Ltd. Sum (E.B.) 2015 - Limited Partnership (By its general pager - Ergo (E.B. 2014) Ltd.) We hereby acknowledge and agree to all of the aforesaid, Southern Trust Company, be. EFTA01121417  Sum (E.8.) 2015 - Limited Partnership - Partnership Interest and Preffered Rights (*) As oflianuary_, 2016 Name ofPartner Partnership's Interests Preferred Rights Ergo M.N. 2014) Ltd. (General Partner) 0.01% 0% Login) (LB.) 2015 Ltd. (Limited Partner) 49.99% 0% Southern Trust Company, Inc. (Limited Partni 50.00% 100% Total 100.00% 100.00% (") Not including certain prospective Investor of US$ 500,000 In the Partnership, following which such investor shall be Issued with 16.66% of the Partnership's Interests and 3333% of the Preferred Rights, both reduced from Southern Trust Company, Inc., respectively. EFTA01121418