Re: Carbyne warrants

Thank you Tomer. I am on it. Is there paperwork on our end to evidence the transfers?

Sent from my iPhone. Please excuse the typos.

Dear Nikolajs and Darren,

First - just to refresh your memory, please allow me to provide some details on this round.

At the time of the initial investment in Carbyne Ltd. (formerly Reporty Ltd.), SUM (E.B.) Limited Partnership received Warrants to purchase additional 61,251 Preferred A Shares of Carbyne for an aggregate exercise price of US$ 3,500,000.

Per the last cap table that we have from Carbyne, the exercising of these Warrants will increase the holdings % of SUM in Carbyne - from about 13% to about 26.33%, on a fully diluted basis.

The Warrant(s) are valid until the end of March, 2019 and SUM have decided (through its General Partner), to exercise these Warrants, as soon as possible.

Pursuant to SUM's partnership agreements, your clients, as limited partners with preference right, have the right to contribute their share to the exercise price of the Warrants.

Therefore, and following the explanation from Udi Knaani below, please arrange for the wire transfer of the amount set forth next to your client's name, in accordance with the wire instructions below:

Limited Partner Preferred Right Carbyne's Warrants exercise price (rounded) Expenses Aggregate amount to transfer:

Southern Trust Inc. 66.67% 2,333,333 66,667 2,400,000

Montilla International Corporation 33.33% 1,166,667 1,200,000

Total 100.00% 3,500,000 100,000 3,600,000

All amount in US Dollars.

Account #

Bank: Leumi LeIsrael

Branch no.: 832 (pinkas)

SWIFT:

IBAN:

Please make sure that the fund is transferred and received by the 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.

Should you have any question or need more clarifications/information please contact me.

All the best,

Tomer

Hi Darren and Nikolajs (who asked me separately the same thing),

I believe we should use the attached document that I drafted for the purpose of this current extended investment.

Please review and let me know if any clarification is needed.

Please note that we need to close this transfer this week.

Thanks,

Tomer

Thank you Tomer,

The agreement is fine by us. Please note Montilla has changed name to NJF Capital Corp in June last year.

Change of name certificate attached. Can you please amend the document to reflect the change.

Kind regards,

Nikolajs Smirnovs
CFO
NJF Capital Ltd

Nikolajs,

This is to inform you that Southern Trust Company, Inc. already signed the Additional Investment Agreement and transferred its share in the investment (US$2.4mm).

Kindly inform when can we expect to receive the transferred fund and executed copy of the Additional Investment Agreement by NJF Capital Corp.

Regards,

Tomer

Thank you for your note. The document will be signed today with transfer today or tomorrow latest.

Kind regards

DARREN K. INDYKE

5300 W. Atlantic Avenue, Suite 602

Delray Beach, Florida 33484

Confirms a requested fund of $3.6m were received in Ergo's account. Details requested include a list of controlling persons and recommendation letters. Mentions anti-money laundering regulations.

Kindly inform us if you can provide the response to these requests, as soon as you can, hopefully by tomorrow.

All the best,
Tomer

Not sure how to respond. I thought we did not want your name associated with this Investment? Also, Tomer is asking for a bank rec letter from the transferring bank which is DB. I have asked Rich to find out from Stewart Oldfield at DB with whom Rich has a decent relationship if that would even be possible at this point.

DARREN K. INDYKE

5300 W. Atlantic Avenue, Suite 602

Delray Beach, Florida 33484

The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke - © 2019 Darren K. Indyke — All rights reserved.

ok

Am I correct that by your "ok" you mean that I may confirm that you are the controlling person of the STC?

FYI Stewart Oldfield is trying to find out what kind of letter he can get for us. But Tomer is more immediately concerned with providing the controlling person info. So, if you confirm that it is ok to give your name and citizenship to Tomer, I will do so. Thanks.

DARREN K. INDYKE

5300 W. Atlantic Avenue, Suite 602

Delray Beach, Florida 33484

Telephone:
Telecopier:
Mobile:
email:

The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke - © 2019 Darren K. Indyke — All rights reserved.

Yes