Option 2 -
For the facilitation of the transaction, the company will allocate 5,000,000 options in the company exercisable at 150% of the Capital Raising price, each exercisable on or before 3 years from the Capital Raising date paid to O.D consultancy
Option 3-
- You will get $200K as part of bridge loan and will invest back same day with the 20% discount. In case there will not be an IPO you will need to reimburse us for the difference ($200K-$60K ($1,5M*4%) = $140K_
- The other $200K - you will get for consultancy for 2019 in options and shares vested for 2 years."
- In response, in an e-mail message dated May 22, 2018, Peleg announced that he accepted the third option in the change, and this message reads as follows:
בנושא נכתב :Hi gil… attached option 3 bit change following our conversation… please approve
The message reads:
Following our conversation 3 weeks ago I am putting what we spoke in writing assuming an IPO as you mention in your 3 options email:
- I will get $230K as part of the bridge loan ($1.5M bridge loan raise) and will invest back at least $170K same day with the 20% discount. In case there will not be an IPO the company will buy back the stocks in the same buying price and I reimburse the company in $170K for the difference (so my part is $60K only base on $1.5M raise). If the raise will be higher it will be reflected here also .
- The additional $230K - I will get for consultancy for 2018 which I will convert and buy shares in the IPO price when half will be free and half will be vested for 1 year."
- the signing of the first agreement;
Subsequently, on June 17, 2018, Peleg sent a copy of the draft Finders Agreement (Appendix 8 to Don's affidavit),
which is the basic agreement to which clause 3.1.2 was added, in which it is written:
3.1.2 In case public registration (IPO)
(a) The Finder will entitle to 230K$ for the bridge loan the company will receive (based on 1.5 M$ bridge loan) and the finder will be obligate to invest back at least 170K# the same day to the bridge loan itself (same terms as the other investors meaning 20% discount). In case IPO will not occur the company will buy back the stocks generated from the bridge loan the finder invested and the finder will reimburse the company with170K$. In case the raise will be higher it be reflected in the numbers accordingly/