EFTA02634615

From: 1 <jeevacation@gmail.com>
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:jeevacation@gmail.com"
target="_blank">jeevacation@gmai=.com> wrote:
ok
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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
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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>
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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).
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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">
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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">
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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%
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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
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