EFTA02634615.pdf

From: 1 <[email protected]> Sent: Thursday, March 14, 2019 6:34 PM To: Darren Indyke Subject: Re: Carbyne warrants Yes <=iv dir="ltr" class=" mail attr">On Thu, Mar 14, 2019 at 2:32 PM Darren=lndyke > wrote: Am I correct that by=your "ok" you mean that I may confirm that you are the con=rolling person of the STC? FYI Stewart Oldfield is tyin= to find out what kind of letter he can get for us. But Tomer is mor= immediately concerned with providing the controlling person info. S=, if you confirm that it is ok to give your name and citizenship to Tomer,=l will do so. Thanks. DARREN K. INDYKE 5300 W. Atlantic Avenue, Suit= 602 <https:=/maps.google.com/?q=5300+W.+Atlantic+Avenue,+Suite+602+Delray+Beach,+Flo=ida++33484&entry=gmail&so urce=g> <https://maps.google.com/?q=5300+W.+Atlantic+Avenu=,+Suite+602+Delray+Beach,+Florida++33484&entry=g mail&source=g> 33484 <https://maps.google.com/?q=53=0+W.+Atlantic+Avenue,+Suite+602+Delray+Beach,+Florida++33484&entry=g=ail&sou rce=g> Telephone: Telecopier: Mobile email: The information contained =n this communication is confidential, may be attorney-client =A0 privileged, and is intended only for the use of the addressee. =t is the property of Darren K. Indyke. Unauthorized use, =A0disclosure or copying of this communication or any part th=reof is strictly prohibited and may be unlawful. If you have rec=ived this communication in error, please notify us immediate=y by return e-mail, and destroy this communication and all c=pies thereof, including all attachments. Copyright of Darre= K. Indyke - 2019 Darren K. Indyke — All rights reserv=d. On Mar 12, 2019, at 5:59 PM,1 <=a href="mailto:[email protected]" target="_blank">jeevacation@gmai=.com> wrote: ok EFTA_R1_01859609 EFTA02634615  On Tue, Mar 12, 2019 at 5:33 PM Dar=en Indyke > wrote: Not sure how to respond. I thought w= did not want your name associated with this Investment? Also,Tomer =s asking for a bank rec letter from the transferring bank which is DB. =AO I have asked Rich to find out from Stewart Oldfield at DB with whom Ric= has a decent relationship if that would even be possible at this point. =C2 DARREN K. INDYKE 5300 W. Atlantic Avenue, Suite 602 <https://maps.google.com=?q=5300-+W.+Atlantic+Avenue,+Suite+602+Delray+Beach,+Florida++33484&e=try=gmail&so urce=g> Delray Beach, Fl=rida 33484 chttps://maps.google.com/?q=5300+W.+Atlantic+Av=nue,+Suite+602+Delray+Beach,+Florida++33484&entry=gmail&so urce=3Dg> The information =ontained in this communication is confidential, may be attorney-=lient privileged, and is intended only for the use of the ad=ressee. It is the property of Darren K. Indyke. Unauthorize= use, disclosure or copying of this communication or an= part thereof is strictly prohibited and may be unlawful. If you have=C2 received this communication in error, please notify us =mmediately by return e-mail, and destroy this communication =nd all copies thereof, including all attachments. Copyright=of Darren K. Indyke © 2019 Darren K. Indyke — All righ=s reserved. On Mar 11, 2019, at 9:16 AM, Darren=lndyke < I Ma ' wrote: DARREN K. INDYKE 5300 W. Atlantic Avenue, Suite 602 <https://maps.google.com=?q=5300+W.+Atiantici-Avenue,+Suite+602+Delray+Beach,+Florida++33484&e=try=gmail&so urce=g> Delray Beach, Fl=rida 33484 <https://maps.google.com/?q=5300+W.+Atlantic+Av=nue,+Suite+602+Delray+Beach,+Florida++33484&entry=gmail&so urce=30g> 2 EFTA_R1_01859610 EFTA02634616  The information =ontained in this communication is confidential, may be attorney-=lient privileged, and is intended only for the use of the ad=ressee. It is the property of Darren K. Indyke. Unauthorize= use, disclosure or copying of this communication or an= part thereof is strictly prohibited and may be unlawful. If you have=C2 received this communication in error, please notify us =mmediately by return e-mail, and destroy this communication =nd all copies thereof, including all attachments. Copyright=of Darren K. Indyke - 2019 Darren K. Indyke — All righ=s reserved. ***** *****•* Begin forwarded message: From: =span style="font-family:-webkit-system-font,Helvetica Neue,Helveticassan=-serif">Tomer Toor <f Subject: RE: Carbyne warr=nts =ate: March 11, 2019 at 8:37:10 AM EDT =div style="margin:Opx">To: N=kolajs NJF I NJF Capita », Darren Indyke Cc: Udi Knaani >, Nicole Junkermann I J=nkermanngroup < >, Rotem Ben Moshe Dear Darrer, Nikolajs, First this is to confirm to you both that the requeste= fund ($3.6m) were received in Ergo's account. Thank you for all of your cooperation so far.<=u> At=this stage we are dealing with the (tedious) requests of the bank to provi=e further information and explanation for its own anti money laundry regul=tions. </=iv> We were asked to provide details of:</=iv> 1. List of the controll=ng person(s) of each limited partner, name and his/her citizenship.=u> 2. Recommendation letter from the transferring b=nk of each limited partner. <=u> 3 EFTA_R1_01859611 EFTA02634617  Kindly inform us if you can provid= (separately if you want to) the response to these requests, as soon as yo= can, hopefully by tomorrow. =C2 All the best, Tomer </=pan> =C2 <=u> =span dir="RTL"> <image001.png> =AO=/span> Tomer Toor, Partner Furth, Wilensky, Mizrachi, Knaani - Law Offices =span style="font-size:? tiont-famil :Verdana sans-serif•color:r b 23 54=93 " =span> <tel:+972-3-=0977 chttp://www.fwmk-law.co.il/> </=> The information transmitted is =ntended only for the person or entity to which it is addressed and may con=ain confidential and/or privileged material. Any review, retransmission, d=ssemination or other use of, or taking of any action in reliance upon, thi= information by persons or entities other than the intended recipient is p=ohibited. If you received this e-mail and you are not the intended recipie=t or an agent responsible for the delivery of this message to the intended=recipient, please contact us immediately and destroy the original message =ithout making a copy. Thank you. =A0Nikolajs NJF I NJF Capital < Sent: Thursday, March 07, 2019 2:59 PM To: Tomer Toor l <mailto Cc: Udi Knaani < icole Junkermann I Jun=ermanngroup Subject: R=: Carbyne warrants Hi Tomer,</=> Thank you for your note. The document wil= be signed today with transfer today or tomorrow latest. Kind regards =/u> E: =C2 Fr=m: Tomer Toor < Sent:07 March 201911. To: Niko=ajs NJF I NJF Capital I _ > Cc: Udi Knaani Nicole Junkermann I J=nkermanngroup <mailtt — i>; Rotem Ben Moshe law.co.il» Subject: RE: Carbyne warrants Nikolajs, This is to inform you that Southern Trust Company, Inc= already signed the of the Additional Investment Agreement and transferred=its share in the investment (US$2.4mm). 4 EFTA_R1_01859612 EFTA02634618 Kindly inform when can w= expect to receive the transferred fund and executed copy of the Additiona= Investment Agreement by NJF Capital Corp<=span>. Regards, Tomer =A0 =/span> =span dir="RTL"> <image001.png> =AO=/span> Tomer Toor, Partner Furth, Wilensky, Mizrachi, Knaani - Law Offices =s an st le="font-size:? t;font-famil :Verdana,sans-serif;color:r b 23,54=93 "> F.<=span> I www.fwmk-law.co.il <http://www.fwmk-law.co.ilk <1=> The information transmitted is =ntended only for the person or entity to which it is addressed and may con=ain confidential and/or privileged material. Any review, retransmission, d=ssemination or other use of, or taking of any action in reliance upon, thi= information by persons or entities other than the intended recipient is p=ohibited. If you received this e-mail and you are not the intended recipie=t or an agent responsible for the delivery of this message to the intended=recipient, please contact us immediately and destroy the original message =ithout making a copy. Thank you. =A0Tomer Toor Sent: =A0Tuesday, March 05, 2019 8:31 PM To: 'Nikola's NJF NJF Ca ital' >; Darren Indyke Cc:Udi Knaani made some changes (still marked) in th= attached revised agreement to reflect this change of name and a few finet=ning issues. Also attached here plea=e find is the updated 'Preferred Right Contribution' table= referenced therein. Please let me know when is the earlies time y=u could be ready to sign and transfer the fund. =div style="margin:Ocm 0cm 0.0001pt;font-size:12pt;font-family:"Time= New Roman",serif"> Regards,=/u> Tomer =/div> <image001.png> =div style="margin:Ocm 0cm 0.0001pt;font-size:12ptfont-family:"Time= New Roman",serif"> =omer Toor, Partner<=span> Furth, Wilensky,=Mizrachi, Knaani - Law Offices <=span> = Azrieli Center, Round Tower Tel-Aviv 6701101, Israel I =C2 www.fwmk-law.=o.il <http://www.fwmk-law.co.il/> </=> The information transmitted is intended only for the person or entity to=which it is addressed and may contain confidential and/or privileged mater=al. Any review, retransmission, dissemination or other use of, or taking o= any action in reliance upon, this information by persons or entities othe= than the intended recipient is prohibited. If you received this e-mail an= you are not the intended recipient or an agent responsible for the delive=y of this message to the intended recipient, please contact us immediately=and destroy the original message without making a copy. Thank you.<=pan style="font-family:Calibri,sans-serif"> </=d> =div style="margin:Ocm 0cm 0.0001pt;font-size:12pt;font-family:"Time= New Roman",serif"> 5 EFTA_R1_01859613 EFTA02634619 Sent: Tuesday, March 05 2=19 5:20 PM To: Tomer Toor Darren IndykellIMMIlla:<=b> Udi Knaani <Udi=fwmk- law.co.il < :.; Nicole Junkermann I Junkermanngroup a>Subject: RE: Carbyne warrants Thank you Tomer, The agreement =s fine by us. Please note Montilla has changed name to NJF Capital Corp in=June last year. Change of name certificate attached. Ca= you please amend the document to reflect the change. <=pan lang="EN-GB"> K=nd regards </=iv> =/u> Nikol=js Smirnovs CFO From: Tomer Toor =It; C2 Sent: 04 March 2019 22:19 To: Darren Indyke Nikolajs NJF I NJF Capita= Cc: Udi Knaani Subject: R=: Carbyne warrants <=div> </a Hi Darren and Nikolajs (who asked me separately the same thing),=/span> I believe we should use the attached document that I draft=d for the purpose of this current extended investment. Ple=se review and let me know if any clarification is needed. <=span> =lease note that we need to close this transfer this week. <=span> =hanks, Tomer =span style="font-family:Calibri,sans-serif" lang="EN-GB"> =span lang="EN-GB"> 6 EFTA_R1_01859614 EFTA02634620 From:<=pan class, " Apple-convert=d-space"> Darren Indyke Sent: To: Tomer Thor Subject: Re: Carbyne warrants Thank you Tomer. I am on it. Is there paperwork on our end to ev=dence the transfers? <=iv id _AppleMailSignat=re"> Sent from my iPhone. Please excuse the typos. =span lang="EN-GB"> On Feb 28, 2019, at 3:26 PM, Tomer Toor wrote:<=u> Dear Nikolajs and Darren, First - just to refresh your me=ory, please allow me to provide some details on this round. At the time of the initi=l investment in Carbyne Ltd. (formerly Reporty Ltd.), SUM (E.B.) Limited P=rtnership received Warrants to purchase additional 61,251 Preferred A Shar=s of Carbyne for an aggregate exercise price of US$ 3,500,000.=C2 Per the last cap table that we have from Carbyne, the exercising of thes= Warrants will increase the holdings % of SUM in Carbyne - from about 13%=o about 26.33%, on a fully diluted basis. The Warrant(s) are =alid until the end of March, 2019 and SUM have decided (through its Genera= Partner), to exercise these Warrants, as soon as possible. Pursuant to SUM'= partnership agreements, your clients, as limited partners with preference=right, have the right to contribute their share to the exercise price of t=e Warrants. Therefore, and following the explanation from Udi Knaani below, please ar=ange for the wire transfer of the amount set forth next to your client =80 s name, in accordance with the wire instructions below: Limited Partner</=iv>Preferred Right Carbyne=E2 s Warrants exercise price (rounded) Expenses Aggregate amount to transfer:<=> Southern Trust Inc. 66.67% 2,333,333=u> 66,667 2,400,000 =tr style="height:20.45pt">Montilla International C=rporation <=iv style="margin:0cm 0cm 0.0001ptfont-size:12ptfont- family:"Times=New Roman",serif'>33.33% 1,166,6671,200,000 Total<hiv> <=u> 100.00% 7 EFTA_R1_01859615 EFTA02634621 3,500,000 100,000 3,600,00= All amount in US D=Ilars. Account # Bank:=Leumi Lelsrael <=iv style="margin:0cm 0cm 0.0001ptfont-size:12ptfont-family:"Times=New Roman",serif'>Branch no.: 832 (pinkas)</=> SWIF IBAN: Please make sure that the fund is transferred and received by th= said account within the next few days and no later than March 7, 2019, so=SUM would have sufficient time to exercise the Warrants before expiration.=/span> </=pan> Should you=have any question or need more clarifications/information please contact m=. =/span> All the =est, Tom=r =/span> </=pan> =A0 =A0 <image002.p=g> <=r style="height:20.9Spt">Tomer Toor, Partner Furth, Wilensky, Mizrachi, Knaani - Law Offices<=b> a> </=d> 1 Azrieli Center, Round Tower Tel-Aviv 6701101,=Israel versation-id 334155 date-last-viewed 0 date-received 1552588438 flags 8590195713 gmail-label-ids 7 remote-id 912953 8 EFTA_R1_01859616 EFTA02634622