EFTA02493850.pdf

From: Sent: ues ay, arc , 0:06 PM To: Subject: Investment Update Hi, &=bsp; Here is the long awaited Tarana =pdate. If you remember, earlier =his year ST1100, LLC loaned money to Tarana and also signed an =greement with the largest shareholder which gave ST1100 certain voting =nd debt related rights. The next step was to reach agreement with the =ompany and all other shareholders. This has been accomplished and is =escribed below. We were lucky we signed that agreement with =he largest shareholder. After ST1100's financing interest became =now the Company received lots of other investment interest. Through =his we managed to keep our investment and control rights intact. The =anagement team has done an excellent job throughout these =egotiations. Below is a general outline of the terms, =ncluding opportunities for further investment which I will share with =ou. Some of this is still subject to change as I am to discuss a $20m =nvestment with a 3rd party investor who we are supposed to =et in and would like to proceed immediately with their investment in =his round. That $20m is currently priced at =2.00/share. COMPANY &=bsp; I remain very optimistic about the =echnology. Their beamforming capabilities are far and above anything =Ise. Could someone make something close? Probably not in a relevant =ime frame. Tarana can reach several kilometers true non-line of sight =n unlicensed spectrum. The other technologies are not near this =istance. INVESTMENT STAGES / TIMELINE 81=bsp; There are different times to invest as =fisted below. Everyone is welcome to be in any round (I will do whatever =thers don't, and we will pro-rate any oversubscription). The =otal investment allocation we have now is $13m (I may have some room to =lex). EFTA_R1_01617233 EFTA02493850 1. Post-Term Sheet R a Pre-Closing =nbsp; &=bsp; Price: =1.50/share We will sign the =inding term sheet as described herein. Tarana needs capital during this =ime frame and we have the right to invest up to $5m at a 7.5% discount = the 17.5% discount (25% total discount) to the current round. This =oney needs to be in probably by Monday and I invite everyone to join in =his. There is a risk we =on't reach actual closing. I think that risk is low as the term =heet is binding and covers every issue. I will be investing at least =2m immediately in this round as it is needed by the Company and am =repared to do more. 2. At First Closing &nbs=; =nbsp; &=bsp; &n=sp; &nb=p; Price: =1.65/share We have $13m minus =he above investment (up to $5m). This round will total $13m + likely =he other $20m. This round will: a. Provide a clean cap =able. b. Provide us voting =ontrol at the shareholder and the board level. c. Provide us to largely determine the terms of the next =ound. 3. At Final =losing &n=sp; &nb=p; &nbs=; =b> &nbs=; Price: =2.00/share The "Final =losing" takes place 90 days after the first closing and provides =s an opportunity to purchase $12m more shares at the above price. It =lso allows the other 3rd party investment group the ability =o top up to $25m total (note, all of their shares are priced at =2.00). I am hoping =o sign the term sheet on Friday/30th. I welcome any other =articipation. TERMS Below is the cap table. 2 EFTA_R1_01617234 EFTA02493851 ST-1100 Preferred is =etting 9% of the Company for $13m. Both the ST-1100 voting common and the =T-1100 Preferred warrants have super-voting rights. This is inline with our =ast cap table, except, we are adding $20m of new money at the same time =rom a 3rd party. Post Series = Larger Series = Note Discount =%) 17.50% Series D Price =er Share $2.00 Note =iscounted Price Per Share $ &n=sp; &nb=p; 1.65 3 EFTA_R1_01617235 EFTA02493852 Post-money =aluation &n=sp; 321,879,732 Shares % =wnership Money =n New =hares Total =hares % =wnership Common =tock 22,517,782=/o:p> 34.60% 4 EFTA_R1_01617236 EFTA02493853 &nb=p; =,800,000 31,317,782 =0:p> 19.46= Common =arrants AT&T &nb=p; &nbs=; 954,916 =nbsp;954,916 0.59%=o:p> OO1.A=/span> 18,166,115=/o:p> 27.91% $ &n=sp; 27,306,182 =o:p> &nb=p; 16,549,201 =o:p> = 34,715,316 =o:p> 21.57= HHMaspan> 10,729,674=/o:p> 16.49% 10,729,674 =o:p> 5 EFTA_R1_01617237 EFTA02493854 6.67%=o:p> ABT<=span> 3,598,683<=o:p> 5.53% $ &n=sp; 653,738 =o:p> &nb=p; &nbs=; 396,205 3,994,888 =o:p> 2.48%=0:p> High =ide 522,669 0.80% =522,669 0.32%=o:p> AT&T</=:p> 5,092,947<=o:p> 7.83% 5,092,947 =o:p> 3.16%=o:p> DT</=pan> 3,183,091<=o:p> 6 EFTA_R1_01617238 EFTA02493855 4.89% 3,183,091 =O:p> 1.98%=o:p> BL</=pan> 1,273,237<=o:p> 1.96% 1,273,237 =o:p> 0.79%=o:p> ABC =referred 42,566,416=/o:p> 65.40% Jones $ &n=sp; 100,000 =o:p> &nb=p; &nbs=; 60,606 =nbsp; 60,606 7 EFTA_R1_01617239 EFTA02493856 0.04%=o:p> Marwan =lahmadi &n=sp; 100,000 =o:p> &nb=p; &nbs=; 60,606 =nbsp; 60,606 0.04%=o:p> Group = &n=sp; 9,719,975 =o:p> &nb=p; S,89=,894 5,890,894 =O:p> 3.66%=o:p> S=-1100 Preferred Pre-Closing &=bsp; $=nbsp; 5,000,000 =o:p> &=bsp; &n=sp; 3,030,303 &=bsp; 3,030,30= 1=88% S=-1100 Preferred First Closing &=bsp; $=nbsp; 8,000,000 =o:p> 8 EFTA_R1_01617240 EFTA02493857 &=bsp; &n=sp; 4,000,000 &=bsp; 4,000,00= 2=49% S=-1100 Preferred voting common (warrants) &=bsp; &=bsp; &n=sp; 7,440,939 &=bsp; 7,440,93= 4=62% 9%</=pan> ST-1100 voting =ommon $ &n=sp; 2,000,000 =o:p> &nb=p; 37,700,000 =o:p> 37,700,000 =o:p> 23.42= 3rd Party New =oney $=nbsp; 20,000,000 =o:p> &nb=p; 10,000,000 =o:p> 10,000,000 =o:p> 6.21%=o:p> Other =arrants 9 EFTA_R1_01617241 EFTA02493858  &nb=p; &nbs=; 971,998 =nbsp;971,998 0.60%=o:p> Total 65,084,198=/o:p> 100.00% $ &n=sp; 72,879,895 =o:p> &nb=p; 95,855,668 =o:p> = 160,939,866 =o:p> 100.0= NEXT =TEPS: &=bsp; &=bsp; I need to know how much anyone wants to =nvest in the Pre-Round closing. &=bsp; I need to know how much people want in the =irst Round. It is all spoken for, but I think there is an immediate =pportunity to increase this amount to $25m while maintaining the 17.5% =iscount. I think this =ill be fun and I am sure the technology will drive the cost of suburban =ensity bandwidth way down compared to the mobile and cable =perators. 10 EFTA_R1_01617242 EFTA02493859 Talk soon, Greg 11 EFTA_R1_01617243 EFTA02493860