A presentation from our lawyers to employees

1. 1 | This document contains confidential information; This presentation and its content are not to be construed as legal advice
mPharma Data Inc. – Awards Plan
Adv. Inbal Perlstein, February 28, 2019
Partner, Pearl Cohen Zedek Latzer Baratz

2. 2 | This document contains confidential information; This presentation and its content are not to be construed as legal advice
Key Terms
Option: An option is a right to purchase form the Issuing
Company shares in consideration for a set exercise price.
• An option is NOT a share – there are no rights to options
holders except the right to purchase a SHARE at a fixed
price.
Exercise Price: the price to be paid by recipient upon exercise of
the Option and purchase of the underlying Share.
• Always look out: The Exercise Price can be lower or
higher than the market price/strike price.

3. 3 | This document contains confidential information; This presentation and its content are not to be construed as legal advice
Time-line
Grant: Date upon which the Option is granted.
Vesting: Date upon which a share may be purchased under an
option.
• An Option that may be exercised is called VESTED.
• An Option that is still not exercisable is called UNVESTED
……………………………………………………………………
………………………………
Exercise: Date upon which a share is purchased under an option.
Sale: Date upon which the underlying share is sold or
transferred.

4. 4 | This document contains confidential information; This presentation and its content are not to be construed as legal advice

5. 5 | This document contains confidential information; This presentation and its content are not to be construed as legal advice
• According to the vesting schedule in this example, as of
December 8, 2017, 25,000 shares subject to the Option
have vested. As of January 8, 2018, additional 2,083
shares subject to the Option have vested and so forth…
• Now, If the Employee wishes to exercise on January 8,
2018, he would have to pay (25,000+2,083)*$0.5 =
$13,541.65
• In order to do so, the employee will need to execute an
exercise notice and pay the exercise price for the shares
purchased:

6. 6 | This document contains confidential information; This presentation and its content are not to be construed as legal advice

7. 7 | This document contains confidential information; This presentation and its content are not to be construed as legal advice

8. 8 | This document contains confidential information; This presentation and its content are not to be construed as legal advice
Secondary Sale Transaction
Certain Investors of the Company have agreed to purchase shares from current
shareholders.
The Company wishes for its employees to join the sale.
• The sale price of the shares is at a price per share of US$xxxx.
• Employees that participate in the sale can earn the increase of value of their
shares (in our example the increase is US$xxxx per share
• Such amount is not including any tax due.
• Note: the exercise price and number of options that may be exercised is different
for each employee –
THE AMOUNT OF MONEY EACH EMPLOYEE MAY RECEIVE IS DIFFERENT.

9. 9 | This document contains confidential information; This presentation and its content are not to be construed as legal advice
Secondary Sale – How its Done
• The Company shall notify the eligible employees how many options they can exercise and
subsequently sell the shares in the transaction
– (not all of your options are vested, and not all shares can be sold)
• You will be required to execute the exercise notice in order to exercise your options and purchase
the underlying shares.
• The Common Shares you purchase will automatically be converted into Preferred B Shares just
before the purchaser buys them.
• You will join as a party to the Share Purchase Agreement and sign next to your name in order to sell
the number of shares set forth opposite your name.
• You will sign the paying agent agreement.
• For payment transfer requirements you will need to provide us with a photo ID and personal details
and fill in the following form
IN ADDITION – OTHER FORMS/FILINGS/TAX WITHHOLDINGS MAY BE REQUIRED BASED ON YOUR STATE
OF RESIDENCY FOR WHICH YOU WILL BE RESPONSIBLE.
PLEASE CONSULT WITH A LOCAL TAX ADVISOR

10. 10 | This document contains confidential information; This presentation and its content are not to be construed as legal advice
Fill in your details
Sign here and fill the details

11. 11 | This document contains confidential information; This presentation and its content are not to be construed as legal advice
Thank you
Adv. Inbal Perlstein
Partner, Pearl Cohen Zedek Latzer Baratz
IPerlstein@PearlCohen.com