Conversion Cap Case Study

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1. Conversion Cap: - Excell indicated the need to amend PhA’s term sheet with Conversion Cap. Rami explained the Conversion Cap concept and its application. As a standard practice, Conversion Cap offers early investors price surety upon future conversion and incentivizes them in bringing additional investors. Harold agreed in principle on inclusion of Conversion Cap, subject to discussion with Karl. PhA will specify the dollar amount of a Conversion Cap.

2. Converting Board of Advisors to Board of Directors - Excell asked PhA to convert its Board of Advisors to Board of Directors. Excell will have one voting member on the board, in addition to PhA’s current advisors. Rami Katz will serve as the voting member representing Excell.

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