Should we add it or enough over email? What do you think?..."
[My emphases L.B.]
- In response to this, Don replied in an e-mail message dated March 29, 2018 (Appendix 4 to Don's affidavit)
"Right now, I have an issue with all this deal and raised it to Ananda this morning,
You guys have 4% FF and he is looking for additional 5% so total will come to 9% not something I can agree or live with.
I told Kobi that the only way we can move forward is if the valuation will be higher to cover the FF cost.
Until we will solve this issue I don't see any reason to sign or move forward"
- The following message is dated April 1, 2018, and as it appears from it, it was sent after a phone call from that day, in which – apparently the parties reached some agreement – and it reads as follows:
"Following our phone conversation earlier today and as you requested I am attaching the finder's fee agreement with the options to invest all the finder fee back to the company (3.1.3)
Please sign and send back and let's hit the road… all small obstacle in the way will be resolve easily.
I am sure that you will bring the company to much higher valuation very fast (in Australia and/or Nasdaq) so all for us will make a lot of money :). We are with you as partners to the success of the company, you an .all of us (always win-win for everyone is the best)."
[My emphasis is L.B.]
The Basic Finder Agreement has been attached to this Notice and to which clause 3.1.3 has been added, according to which:
The company shall also give the Finder options in the actual investment valuation for a period of 12 months. The amount of options shall be equivalent to investing all Finder's Fee back in the company"
This is without differing from any of the clauses of that basic agreement.
- Subsequently, Don sent Peleg an e-mail on April 2, 2018, stating:
"This is my proposal to you assuming an IPO of $8M and $25M Valuation
Option 1 - you reduce the fee to 2% - you get it in cash on the day after the IPO or in options immediately upon the IPO and not for 12 months.