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Accredited Investor Declaration
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By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents the PEC tokens, as described in The Elephant's White Paper have not been registered under any securities laws in any jurisdiction (together with the Act, the “Securities Laws”), but rather are being and will be allocated by The Elephant pursuant to exemptions from registration under the Securities Laws.

Accordingly, the undersigned gives the following representations and warranties:

• It has the knowledge and experience in financial and business matters required to receive and use the PECs and/or services to be made available by THE ELEPHANT, as described in the White Paper, as amended from time to time, and as such it is capable of evaluating the merits and risks involved with them.

• The purpose of this declaration is to enable THE ELEPHANT and its affiliates to discharge its responsibilities under such exemptions and that THE ELEPHANT will rely upon the information contained herein, and therefore, the representations herein are complete, accurate and binding, and may be relied upon by THE ELEPHANT and its affiliates.

• Although THE ELEPHANT will use their best efforts to keep this letter strictly confidential, they may present this declaration and any other information which the undersigned has provided to them to such parties as they deem advisable if called upon to establish the availability under the Securities Laws of an exemption from registration of the offer and sale of the PEC or any other service to be made available by THE ELEPHANT, as described in the White Paper, as amended from time to time, or if the contents thereof are relevant to any issue in any action, suit or proceeding to which THE ELEPHANT or its affiliates is a party or by which they or it are or may be bound.

• Any offer or services that may be made available to the undersigned by THE ELEPHANT or its affiliates (i) will not constitute a violation of any laws or regulations, including the Securities Laws and investment advice laws, of any applicable jurisdiction; (ii) will be permissible under all applicable Securities Laws and shall not trigger any licensing, registration, or other requirements.

• It shall not transmit or otherwise send any information to which THE ELEPHANT will give it access to, to any person in any jurisdiction in which the distribution of such information and/or the offering or services to be offered by PEC are not authorized, or to whom such offer or invitation may be unlawful.

PLEASE NOTE EXTERNAL CONFIRMATION AND/OR EVIDENCE MAY BE REQUIRED BEFORE THE ACCREDITAION PROCESS IS COMPLETED

By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents that it is a “sophisticated investor” or a “professional investor” and a “wholesale client” (and not a “retail client”) as defined under the Corporations Act (Cth) 2001

PLEASE NOTE EXTERNAL CONFIRMATION AND/OR EVIDENCE MAY BE REQUIRED BEFORE THE ACCREDITAION PROCESS IS COMPLETED

By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents that:

1. Any fiat currency used by the undersigned in connection with the offering and services to be made available by The Elephant, as described in its White Paper and associated commercial terms, as changed from time to time, is legally owned by the undersigned and not raised from any other parties.

2. In respect of the transaction made in connection with these offering and services, it has not obtained any access to the relevant transaction information in a press release, conference, advertisement, announcement, professional or trade publication or marketing materials within the People’s Republic of China.

PLEASE NOTE EXTERNAL CONFIRMATION AND/OR EVIDENCE MAY BE REQUIRED BEFORE THE ACCREDITAION PROCESS IS COMPLETED

By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents that it has made appropriate enquiries and has full knowledge of the nature, rights and obligations arising out of the offering or the services made available by The Elephant, as described in its White Paper and associated commercial terms, as changed from time to time, and obligations applicable to it under the laws of the Arab Republic of Egypt, and will not make any offerings, disposals, investments or otherwise transact with regard to offering or the services made available by The Elephant in case such offering, disposal, investment or other transaction is in contravention to the laws, regulations, governmental circulars and decrees of the Arab Republic of Egypt.

PLEASE NOTE EXTERNAL CONFIRMATION AND/OR EVIDENCE MAY BE REQUIRED BEFORE THE ACCREDITAION PROCESS IS COMPLETED

By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents that it is located or resident in the European Economic Area (the “EEA”), it is a “qualified investor” within the meaning of the law in any member state of the EEA which has implemented the Directive 2003/71/EC, and amendments thereto, including Directive 2010/73/EC (the “Prospectus Directive”), implementing Article 2(1)(e)(i), (ii) or (iii) of the Prospectus Directive.

PLEASE NOTE EXTERNAL CONFIRMATION AND/OR EVIDENCE MAY BE REQUIRED BEFORE THE ACCREDITAION PROCESS IS COMPLETED

By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents that it is a “qualified investor” within the meaning of Directive 2003/71/EC, as amended, and it professionally or commercially purchases or sells securities or investment products (Vermögensanlagen) within the meaning of the German Investment Product Act (Vermögensanlagengesetz) for its own account or for the account of others.

PLEASE NOTE EXTERNAL CONFIRMATION AND/OR EVIDENCE MAY BE REQUIRED BEFORE THE ACCREDITAION PROCESS IS COMPLETED

By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents that it is a “qualified investor” as such term is defined in the Prospectuses Act 2005 of Gibraltar (as amended) and in Directive 2003/71/EC. It is a “professional client” as such term is defined in the Financial Services (Markets in Financial Instruments) Act 2006 of Gibraltar; and that it has not requested “non-professional treatment” within the meaning of Schedule 2 of the Financial Services (Markets in Financial Instruments) Act 2006 of Gibraltar.

PLEASE NOTE EXTERNAL CONFIRMATION AND/OR EVIDENCE MAY BE REQUIRED BEFORE THE ACCREDITAION PROCESS IS COMPLETED

By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents that it is a professional investor (as such term is defined in Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)).

PLEASE NOTE EXTERNAL CONFIRMATION AND/OR EVIDENCE WILL BE REQUIRED BEFORE THE ACCREDITAION PROCESS IS COMPLETED

By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents that it is:

1. An Investor to which at least one of the categories set forth in the First Addendum to the Israeli Securities Law, 1968 (the "Securities Law") and as listed below apply (a "Sophisticated Investor"); and

2. aware of the implications of being a Sophisticated Investor, and agree thereto.

The categories are:

1. A Joint Investment Trust Fund, as such term is defined in the Joint Investments Trust Law, 1994, or a management company of such a fund;

2. A Provident Fund or a Management Company as such terms are defined in the Control of Financial Services Law (Provident Funds), 2005;

3. An Insurer, as defined in the Insurance Supervision Law, 1981;

4. A Banking Corporation or an Auxiliary Corporation, as such terms are defined in the Banking (Licensing) Law, 1981, other than a joint services company, acquiring for their own account or for the account of clients which are investors who fall within the categories listed in Section 15A(b) of the Securities Law;

5. A Portfolio Manager, as such term is defined in Section 8(b) of the Regulation of Investment Advice, Investment Marketing and Portfolio Management Law, 1995 (the "Investment Advice Law"), acquiring for its own account or for the account of clients which are investors who fall within the categories listed in Section 15A(b) of the Securities Law;

6. An Investment Adviser or an Investment Marketer, as such terms are defined in Section 7(c) of the Investment Advice Law, acquiring for its own account;

7. A member of the Tel Aviv Stock Exchange acquiring for its own account or for the accounts of clients which are investors who fall within the categories listed in Section 15A(b) of the Securities Law;

8. An Underwriter, as such term is defined in section 1 of the Securities Law, that meets the qualifying conditions according to Section 56(c) of the Securities Law, acquiring for its own account;

9. A Venture Capital Fund; for this purpose, a “Venture Capital Fund” means a body corporate the main activity of which is investment in bodies corporate whose main activity, at the time of the investment, is research and development or the production of innovative and knowhow intensive products or processes, investment in which involves greater risk than what is customary in other investments;

10. A body corporate wholly owned by investors that fall within the categories listed in section 15A(b) of the Securities Law;

11. A body corporate, other than a body corporate incorporated for the acquisition of securities from a certain offer, with an equity capital in excess of NIS 50 million;

12. An individual, investing for his or her own account:

a. The total value of his or her Liquid Assets exceeds NIS 8 million;

b. His or her annual income in each of the previous two years exceeds NIS 1.2 million, or 1.8 million for a Family Unit; or

c. The total value of his/her Liquid Assets exceeds NIS 5 million and his/her annual income in each of the previous two years exceeds NIS 600,000 for an individual, or NIS 900,000 for a Family Unit.

PLEASE NOTE EXTERNAL CONFIRMATION AND/OR EVIDENCE MAY BE REQUIRED BEFORE THE ACCREDITAION PROCESS IS COMPLETED

By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents that it is a “wholesale investor” as that term is defined in clauses 3(2)(a), (c) or (d) of Schedule 1 to the Financial Markets Conduct Act 2013 of New Zealand (“FMC Act”), being a person who is

☐ an “investment business”;

☐ “large”; or

☐ a “government agency”,

in each case as defined in Schedule 1 to the FMC Act.

2. The undersigned understands the consequences of certifying itself to be a wholesale investor.

PLEASE NOTE EXTERNAL CONFIRMATION AND/OR EVIDENCE MAY BE REQUIRED BEFORE THE ACCREDITAION PROCESS IS COMPLETED

By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents that it is an “institutional investor” as defined under the Decree-Law 1 of 1999 and Accord 1 of 2001, both as amended, in relation to whom the registration of the securities to be offered and sold is not required. Pursuant to the foregoing, the undersigned (i) is a legal entity, validly formed and in existence, (ii) has participated, on a regular basis, in at least the previous two years, in the administration of investments substantially similar to those described in The Elephant White Paper, (iii) has a net worth of at least one million dollars, (iv) has key executives or, a majority of its directors and officers, that have at least two years of experience in the regular administration of investments and (v) does not require the protection of the provisions set forth in the securities laws of the Republic of Panama.

The undersigned acknowledges that the securities have not been registered under the Panamanian securities laws and regulations and may not be offered or sold within Panama except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Panamanian securities laws and regulations.

PLEASE NOTE EXTERNAL CONFIRMATION AND/OR EVIDENCE MAY BE REQUIRED BEFORE THE ACCREDITAION PROCESS IS COMPLETED

By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents that it is a “qualified investor” within the meaning of the Federal Law of the Russian Federation “On Securities Market” No. 39-FZ dated April 22, 1996, as amended, (ii) the execution and performance of the offering and services to be made available by The Elephant, as described in its White Paper and associated commercial terms, as changed from time to time, do not violate applicable laws of the Russian Federation and (iii) in making any payments in connection with offering and services, it has complied or will comply with the requirements of all applicable laws of the Russian Federation, including with respect to foreign currency transactions. The undersigned acknowledges that the The Elephant is relying in part upon the truth and accuracy of, and the undersigned's compliance with, the representations, warranties, agreements, acknowledgements and understandings of the undersigned set forth herein in order to determine its eligibility to gain access to as PrivatEquity's offering and services, as described in its White Paper and associated commercial terms, as changed from time to time and the undersigned is aware of the legal consequences of the foregoing.

PLEASE NOTE EXTERNAL CONFIRMATION AND/OR EVIDENCE WILL BE REQUIRED BEFORE THE ACCREDITAION PROCESS IS COMPLETED

By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents that it is either an “institutional investor” as defined under Section 4A(1) of the Securities and Futures Act, Chapter 289 of Singapore (“SFA”) or a “relevant person” as defined under Section 275(2) of the SFA (including an “accredited investor” as defined under Section 4A(1) of the SFA).

PLEASE NOTE EXTERNAL CONFIRMATION AND/OR EVIDENCE MAY BE REQUIRED BEFORE THE ACCREDITAION PROCESS IS COMPLETED

By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents that it is an “investment professional” within the meaning of Article 11(1) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act of South Korea.

PLEASE NOTE EXTERNAL CONFIRMATION AND/OR EVIDENCE MAY BE REQUIRED BEFORE THE ACCREDITAION PROCESS IS COMPLETED

By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents that it is a “qualified investor” within the meaning of the Swiss Collective Investment Schemes Act of June 23, 2006, as amended, its implementing ordinance and regulatory guidance.

PLEASE NOTE EXTERNAL CONFIRMATION AND/OR EVIDENCE MAY BE REQUIRED BEFORE THE ACCREDITAION PROCESS IS COMPLETED

By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents that it is located or resident in the United Kingdom, it is a person of a kind described in Articles 19 and/or 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), or that the offering or the services made available by The Elephant, as described in its White Paper and associated commercial terms, as changed from time to time, may otherwise be lawfully distributed to it pursuant another applicable exemption under the Order.

The undersigned acknowledges that these offering and services are only directed at (i) persons who have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Order, (ii) high net worth entities (including companies and unincorporated associations of high net worth and trusts of high value) or other persons falling within Article 49(2)(a) to (d) of the Order, and (iii) persons to whom such offering and services may otherwise be lawfully distributed.

PLEASE NOTE EXTERNAL CONFIRMATION AND/OR EVIDENCE MAY BE REQUIRED BEFORE THE ACCREDITAION PROCESS IS COMPLETED

By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents that it is an “accredited investor” (an “Accredited Investor”) as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, for one or more of the reasons specified below:

 Where the undersigned is a natural person:

 He or she has an individual net worth, or joint net worth with my spouse (determined by (i) subtracting total liabilities from total assets, and (ii) excluding the value of my primary residence), in excess of $1,000,000; and/or

 He or she had an individual income in excess of $200,000 (or a joint income together with my spouse in excess of $300,000) in each of the two most recently completed calendar years, and reasonably expects to have an individual income in excess of $200,000 (or a joint income together with my spouse in excess of $300,000) in the current calendar year.

 Where the undersigned is or acting on behalf of:

 a corporation, partnership, limited liability company or similar business trust or organization described in Section 501(c)(3) of the Internal Revenue Code not formed for the specific purpose of acquiring the Tokens that has total assets in excess of $5,000,000;

 a bank as defined in Section 3(a)(2) of the Securities Act, a savings and loan association, or other institution defined in Section 3(a)(5)(A) of the Securities Act acting in either its individual or fiduciary capacity (this includes a trust for which a bank acts as trustee and exercises investment discretion with respect to the trust’s decision to invest in the Token);

 a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;

 an insurance company as defined in Section 2(13) of the Securities Act;

 an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or a business development company as defined in Section 2(a)(48) of the Investment Company Act;

 a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended;

 a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of employees, having total assets in excess of $5,000,000;

 an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (a) for which the investment decision to acquire the Tokens is being made by a plan fiduciary, as defined in Section 3(21) of ERISA, that is either a bank, savings and loan association, insurance company, or registered investment adviser, (b) which has total assets in excess of $5,000,000, or (c) which is self-directed, with the investment decisions made solely by persons who are Accredited Investors;

 a private business development company defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended;

 a trust not formed for the specific purpose of acquiring the Tokens with total assets in excess of $5,000,000 and directed by a person who has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of investing in the Tokens;

 a revocable trust (including a revocable trust formed for the specific purpose of acquiring the Tokens) and the grantor or settlor of such trust is an Accredited Investor; and/or

 an entity in which each equity owner is an Accredited Investor.

PLEASE NOTE EXTERNAL CONFIRMATION AND/OR EVIDENCE MAY BE REQUIRED BEFORE THE ACCREDITAION PROCESS IS COMPLETED

By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents the PEC tokens, as described in The Elephant's White Paper have not been registered under any securities laws in any jurisdiction (together with the Act, the “Securities Laws”), but rather are being and will be allocated by The Elephant pursuant to exemptions from registration under the Securities Laws.

Accordingly, the undersigned gives the following representations and warranties:

• It has the knowledge and experience in financial and business matters required to receive and use the PECs and/or services to be made available by THE ELEPHANT, as described in the White Paper, as amended from time to time, and as such it is capable of evaluating the merits and risks involved with them.

• The purpose of this declaration is to enable THE ELEPHANT and its affiliates to discharge its responsibilities under such exemptions and that THE ELEPHANT will rely upon the information contained herein, and therefore, the representations herein are complete, accurate and binding, and may be relied upon by THE ELEPHANT and its affiliates.

• Although THE ELEPHANT will use their best efforts to keep this letter strictly confidential, they may present this declaration and any other information which the undersigned has provided to them to such parties as they deem advisable if called upon to establish the availability under the Securities Laws of an exemption from registration of the offer and sale of the PEC or any other service to be made available by THE ELEPHANT, as described in the White Paper, as amended from time to time, or if the contents thereof are relevant to any issue in any action, suit or proceeding to which THE ELEPHANT or its affiliates is a party or by which they or it are or may be bound.

• Any offer or services that may be made available to the undersigned by THE ELEPHANT or its affiliates (i) will not constitute a violation of any laws or regulations, including the Securities Laws and investment advice laws, of any applicable jurisdiction; (ii) will be permissible under all applicable Securities Laws and shall not trigger any licensing, registration, or other requirements.

• It shall not transmit or otherwise send any information to which THE ELEPHANT will give it access to, to any person in any jurisdiction in which the distribution of such information and/or the offering or services to be offered by PEC are not authorized, or to whom such offer or invitation may be unlawful.

PLEASE NOTE EXTERNAL CONFIRMATION AND/OR EVIDENCE MAY BE REQUIRED BEFORE THE ACCREDITAION PROCESS IS COMPLETED

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Terms And Policies

By filling in this form and selecting the 'I confirm' button below, the undersigned hereby confirms and represents the information above does not qualify as a recommendation or an opinion with regard to conducting any transaction or investment. Each investor should conduct his or her own checks and verifications, while taking into account his or her specific circumstances and requirements. All the relevant aspects of the purchase, including the legal, economic and tax aspects, should be carefully examined with the assistance of professionals and consultants on the investor’s behalf.

The information above or on the site and the blog does not qualify as an offer of investment and is meant for general information only. Offers for selling of the securities will be delivered only to ‘Accredited Investors‘ as defined in the first supplement of the Israeli Securities Law, 5728-1968. The Elephant, shall not be responsible or liable and shall not guarantee in any way the return of the investments to investors, including any profits earned as a result of such investments. The engagement with the investors shall be in accordance with the transaction documents and the conditions stipulated therein, subject to the negotiations that will be held with the investors.

The Elephant charges fees from sellers and buyers of securities, and therefore The Elephant has an interest in the information posted about various companies.

The information published on the Site, does not constitutes an investment consulting as defined in the Regulation of Investment Consulting, Investment Marketing and Portfolio Management, 1995, and the said information is not a substitute for professional consulting which among others takes into consideration the special needs of every person.

For those who are considering making an investment (including sale and purchase of securities) via the website, can apply different laws deriving from their residence or citizenship, including tax laws, laws relating to the statement or report on investment activity, laws relating to the eligibility of investing, regulatory issues in process and so on. Therefore, those who are considering making such an investment, undertake to examine the applicability of any applicable laws, as they are committed to take all necessary action in order not to violate the said laws, including to disclose fully and fairly in relation to any investment to any local lawfully authority, as the law requires such disclosure.

We welcome you to The Elephant Investors Community, your gateway to the Secondary Market.

Note:
The provision of information in this website is not based on your individual circumstances and should not be relied upon as an assessment of suitability for you of a particular product, service, or transaction. It does not constitute investment advice, tax advice or legal advice and The Elephant Platform makes no recommendation as to the suitability of any of the products, services or transactions mentioned herein. The information included in this website is intended to “Accredited Investors” only, as this term is defined in the jurisdiction in which they reside (or such similar term in such jurisdictions financial regulations). Non-Accredited investors may not partake in any products, services or transactions mentioned herein or offered by The Elephant.


* Please note that the purchase of the shares of any Target Company may be subjected to right of first refusal of other shareholders, in some cases also to approval of the Target Company’s board of directors or other transfer restrictions as may be applicable.

Terms and Conditions
Sign up as a private stock seller
All information indicated in this form will only be used by Thelephant.io
for the sole purpose of the examination of the company or the stock required
and will not be published without the approval of the registrant
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We congratulate you for choosing to check the opportunity of offering
the securities you own and hold for sale via The Elephant’s site

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Note:
For those who are considering making an investment (including sale and purchase of securities) via the website, can apply different laws deriving from their residence or citizenship, including tax laws, laws relating to the statement or report on investment activity, laws relating to the eligibility of investing, and so on. Therefore, those who are considering making such an investment, undertake to examine the applicability of any applicable laws, as they are committed to take all necessary action in order not to violate the saids laws, including to disclose fully and fairly in relation to any investment to any local lawfully authority, as the law requires such disclosure.

Terms and Conditions

These Terms and Conditions set forth the terms, conditions and restrictions that apply to the access and use of the website at the address https://thelephant.io/, which is owned and managed by T.O.A. Private Equity Ltd. (Private Co. No. 51-499438-3) of POB 4159, Ness Ziona, 7414003 (“Thelephant“) (the “Website“), and it constitutes an agreement between the Users of the Website, including as Investors, Holders and Purchasers, as these terms are defined below (the “Users“), and Thelephant. It is clarified that any use and/or action of any kind or nature which shall be made or done on the Website shall be deemed to be full consent, without any reservation, to all of the terms and conditions set forth in these Terms and Conditions below, in the Website’s Privacy Policy (the “Privacy Policy”), and all of the other provisions, investment/purchase proceedings, letters of undertaking, etc., which appear on the Website or which were submitted in relation thereto (the “Investment Terms and Conditions”), all as shall be in effect from time to time (the provisions of the Terms and Conditions, the Privacy Policy and the Investment Terms and Conditions, all as shall be in effect from time to time, shall hereinafter be referred to as: the “Terms of Use of the Website”). Any use of the Website shall be made solely pursuant to the Terms of Use of the Website.

If you do not agree with the Terms of Use of the Website, please do not use the Website.

It is clarified that the Terms of Use of the Website may change from time to time, in Thelephant’s sole discretion, and you should frequently check and review the up-to-date Terms of Use of the Website, prior to performing any action through the Website and prior to making any investment.


Thelephant operates a digital platform that creates an accessible and convenient meeting place for the Fundraising Companies and for the Investors, and also for the holders of securities in private companies who are interested in identifying buyers for the aforesaid securities

Thelephant operates a digital platform (the “Website”) that creates an accessible and convenient meeting place between private companies which are interested in raising amounts of money in limited scopes (the “Fundraising Companies”) and the Users who are examining making an investment in limited amounts (the “Investors”), and also between the holders of securities in private companies who are interested in identifying buyers for the securities that are held by them (the “Holders”) and entities who wish to purchase the aforesaid securities (the “Purchasers”) (the Investors, the Holders and the Purchasers shall, for the sake of convenience, hereinafter be referred to as: the “Users”).

And it should be emphasized – the investment transactions of the Investors in the Fundraising Companies, and also the sale/purchase transactions of securities between Holders and Purchasers cannot be performed on the Website, and the Website does not contain any mechanism that would allow the performance thereof.

For the convenience of the Fundraising Companies and the Investors, information is presented on the Website with respect to the Fundraising Companies, as this information was provided by the Fundraising Companies or as identified on public sources (articles, reports, publications, etc.).

Details that have been provided by the Holders with respect to those companies whose securities, which are held by the said Holders, are being offered for sale – are also presented on the Website.

Various information and content services that are provided by Thelephant or by third parties, links to sites which the user may find to be of interest, forums for exchanging opinions, professional material with respect to investments, articles, reports, and so on and so forth – may also be presented on the Website.

It is clarified that the Website and the activities carried out on the Website are not supervised by the Israel Securities Authority.


Special Provisions Pertaining to the Performance of Transactions Between Holders and Purchasers for the Sale/Purchase of Securities

Transactions for the sale/purchase of securities are not performed on the Website – Transactions for the sale/purchase of securities are performed directly between the Holders and the Purchasers, beyond the confines of the Website, pursuant to the terms and conditions of engagement, agreements and documents that were drafted by the parties or their representatives and that have been agreed upon by them, with the assistance of professionals on their behalf, without any intervention by Thelephant (not in the consulting, not in the drafting of the documents and agreements, and not in any other manner). And it should be emphasized – there is no way to perfect the transactions, to give them legal effect or to complete them through the Website, and solely the parties, directly and inter se, have the ability to perfect the transaction, to give it binding legal effect and to complete it, beyond the confines of the Website.

The information that is provided on the Website with respect to the securities offered for sale does not constitute an “Offer to the Public” – The information that is provided on the Website with respect to the securities offered for sale does not constitute an “Offer to the Public” as this term is construed in the Securities Law, but rather it constitutes solely the publication of general information about the companies whose securities are offered for sale, which information does not include any details with respect to the securities themselves, the price being requested for them and the identity of the seller of the securities; and an offer to purchase the securities which does include information about the class of the securities, the scope thereof in the company’s share capital, the price being requested in respect thereof, and so on and so forth, shall be sent to no more than 35 purchasers (and to an unlimited number of purchasers who constitute Accredited Investors).

The selection of the Purchaser who shall be referred to the Holder for the purpose of conducting negotiations over the terms and conditions of the purchase – Each one of the aforesaid Purchasers to whom a Holder’s purchase offer shall be referred (and, as aforesaid, the total number thereof shall not exceed 35, in any event, not including purchasers who constitute Accredited Investors), shall be entitled to make an offer to purchase the securities from the Holder. The Purchaser whose offer is the highest, after obtaining the Holder’s consent, shall be referred to the Holder for the purpose of conducting negotiations and concluding the terms and conditions of the transaction, directly between the parties and without any intervention by Thelephant. Should there be a number of identical offers, the Purchaser whose offer was first received on the Website shall be referred to the Holder. Should a transaction between the Holder and the Purchaser who was referred thereto not be completed, the next Purchaser in line shall be referred to the Holder (out of the aforesaid 35 Purchasers), and so on and so forth. It is clarified that in the event that the transaction is not perfected with any of the Purchasers, the Holder may not re-offer his securities for sale (whether through the Website or outside of the Website), until after the expiration of 12 months from the date of the sending of the offer to the aforesaid 35 purchasers. It is clarified that the Holder is not bound to accept the highest offer of a Purchaser, and nor is he bound to accept any offer at all.

The transfer of the proceeds of the securities between the Purchasers and the Holders – The transfer of the proceeds of the securities between the Purchasers and the Holders is done through a trustee with whom the parties shall engage directly, and who shall act pursuant to the written instructions that are provided to him by the parties. The transfer of the proceeds of the securities as aforesaid is done by the trustee solely after the parties shall inform the trustee of the completion of the transaction between them, and Thelephant has and shall have no involvement whatsoever in the transfer of the proceeds of the securities as aforesaid, and they shall not be deposited or transferred through Thelephant.

Thelephant’s commission – Thelephant shall be entitled to commission from the parties to the transaction, only after the transaction has been completed and subject to the transaction being completed. Any other service that is provided to the parties to the transaction by Thelephant, including in the form of assistance, the custody of documents, the transfer of information, a referral to the trustee, etc., is provided without consideration.

Thelephant’s powers and lack of liability – Thelephant shall not be liable for the content of the offers made by the Holders for the sale of the securities or for the content of the offers made by the Purchasers for the purchase of the securities, for the accuracy thereof or for the quality thereof, and it shall not be liable for any damage that will be caused to the Holders or to the Purchasers as a consequence of the making of offers through the Website, as the outcome of the negotiations that will be held between the parties with respect to the details of the offer, for the culmination of the offer in a binding agreement, for the completion of the transaction which is the subject of the agreement or for compliance by the Holders or by the Purchasers with their obligations in accordance with any agreement that shall be signed between them. Thelephant may delay the handling of any offer for the purpose of conducting examinations, inquiries and an application for clarifications, and it may prevent or terminate the presentation of a particular security on the Website if, in Thelephant’s discretion, the offer for the sale thereof is inappropriate or does not comply with the rules and regulations that have been determined on the Website.

Thelephant may also publish, outside the Website, including in newspapers, on websites, etc., information about companies whose securities are offered for sale through the Website.

Investment funds for the purchase of shares – Thelephant initiates the establishment of funds that will incorporate investors where the investment amounts that will be provided by them shall be used for the purchase of securities from the Holders (the “Funds”). The securities that are presented on the Website have been examined by the Investment Committee of the Funds prior to accepting any offer for the purchase thereof from any of the Purchasers, in accordance with the unique criteria pursuant to which the Funds operate. The special provisions pertaining to the action by the Funds and to the manner of the investment through the Funds are set forth in the agreements and in the offers for the investment in the Funds however, in principle, the special provisions pertaining to the performance of transactions between Holders and Purchasers for the sale/purchase of securities, as set forth above, apply, mutatis mutandis, also to the investment through the Funds.


Special Provisions Pertaining to the Making of Investments in Fundraising Companies

The maximum number of investors in any investment shall not exceed 35 – In accordance with the provisions of the law, it is clarified that the maximum number of investors to whom an investment offer shall be made and the maximum number of investors who may invest in a single Fundraising Company may not exceed 35, including any investor who invested in the Fundraising Company during the 12 months preceding the making of the investment by the Investors, and not including investors who are enumerated in section 15B(b) of the Securities Law, 5728 – 1968 (the “Securities Law”) (“Accredited Investors”).

The information that is provided on the Website with respect to the Fundraising Companies does not constitute an “Offer to the Public” – The information that is provided on the Website with respect to the Fundraising Companies does not constitute an “Offer to the Public” as this term is construed in the Securities Law, but rather it constitutes solely the publication of general information of the Fundraising Companies with respect to themselves, and therefore, it does not include any details with respect to the investment that is sought by the Fundraising Company. Any offer to make an investment in any of the Fundraising Companies that does include information regarding the scope of the capital that is due to be raised, the securities that will be issued against the capital that is due to be raised, the terms and conditions of the investment, and so on and so forth, will be made to no more than 35 investors, as stated above.

The selection of the Investors to whom the offer to invest in the Fundraising Companies shall be made – The aforesaid 35 investors to whom the investment offer shall be made with respect to each Fundraising Company shall be the first 35 investors who shall give notice, through the Website, that they wish to accept the offer to invest in the said Fundraising Company (and also an unlimited number of Accredited Investors), and subsequent to receipt of the notice of the first 35 investors, as aforesaid, it shall not be possible to accept any such other notices from additional investors (with the exception of notices from Accredited Investors) and Thelephant shall give notice to that effect on the Website. Notwithstanding the foregoing, it is clarified that Thelephant shall be entitled, in its sole discretion, not to send an investment offer to any of the Investors (and in such an event, for the avoidance of doubt, the said investor shall not be included in the count of the aforesaid 35 investors).

The selection of the Investors who shall invest in the Fundraising Company – Each one of the aforesaid Investors to whom the investment offer shall be made with respect to each Fundraising Company (and, as aforesaid, the total number thereof shall not exceed 35, in any event, plus the Accredited Investors), who has reached an agreement with the Fundraising Company with respect to the terms and conditions of the investment (and inter alia, whose identity has been approved by the Fundraising Company) may engage in investment agreements with the Fundraising Company. In the event that the scope of the Investors or the invested capital which has been proposed by them shall be higher than the maximum threshold which has been determined with respect to any investment, those Investors who first undertook to make the investment shall be selected.

The transfer of funds between the Investors and the Fundraising Company – The transfer of the investment funds from the Investors to the Fundraising Company and the making of any payments whatsoever by the Fundraising Company to the Investors (such as the return on the investment, the distribution of profits, and so on and so forth) shall be done through a trustee, and Thelephant shall have no involvement whatsoever in such transfer of funds.

The investment in the Fundraising Companies cannot be made through the Website – The Website serves solely as a platform for the transfer of information with respect to the Fundraising Companies, and the creation of a meeting place between the Fundraising Companies and the Investors. The investment in the Fundraising Companies cannot be performed through the Website, and it is made, directly, between the Investors (including through a corporation which shall be set up specially for this purpose and which shall incorporate the Investors) and the Fundraising Company, in accordance with the terms and conditions of agreements which shall be signed between them.

The structure of the investment in the Fundraising Company – The investment in the Fundraising Company shall be made, as a rule, through a limited partnership which shall incorporate the Investors (who shall be the limited partners) and which shall be managed through a general partner that will usually be a company controlled by Thelephant.

Thelephant’s commission – Thelephant shall be entitled to commission from the parties to the transaction (from the Fundraising Company, in respect of the raising of the investment, and from the Investors, in respect of the receipts that are received by them in respect of making the investment), only after the transaction has been completed (in the sense that the investment funds shall have been transferred to the Fundraising Company) and subject to the transaction being completed.

Thelephant’s powers and lack of liability – Thelephant shall not be liable for the content of the offers made by the Fundraising Company, or for the accuracy of the data that are provided by it (including on the Website), for the accuracy thereof or for the quality thereof, or for the content of the offers made by the Investors, and it shall not be liable for any damage that will be caused to the Fundraising Company or to the Investors as a consequence of the submission of information through the Website or as a consequence of the performance of any act pertaining to the investment, as the outcome of the negotiations that will be held between the parties with respect to the details of the offer, for the culmination of the offer in a binding agreement, for the completion of the transaction which is the subject of the agreement or for compliance by the Company and by the Investors with their obligations in accordance with any agreement that shall be signed.

Thelephant may delay the handling of any offer for the purpose of conducting examinations, inquiries and an application for clarifications, and it may prevent or terminate the presentation of a particular Fundraising Company on the Website (or the promotion of its offer to the Investors), if, in Thelephant’s discretion, the offer is inappropriate or does not comply with the rules and regulations that have been determined on the Website.

Thelephant may also publish, outside the Website, including in newspapers, on websites, etc., information about companies that wish to raise investments.


Thelephant does not provide any advice in the making of any investment whatsoever, it does not solicit the making of any investment whatsoever and it also does not recommend the making of any investment whatsoever, the viability of the investment or the profitability expected therefrom, and it does not provide advice in connection with the buying or selling or holding of any securities whatsoever

Thelephant does not provide to any of the Users any advice in the making of an investment or any purchase whatsoever, it does not solicit or urge any of the Users to make any investment whatsoever or to sell or purchase any securities whatsoever, and without derogating from the generality of the foregoing, it also does not recommend to any of the Investors the making of any investment whatsoever, the viability of the investment or the profitability expected therefrom, and it does not provide advice with respect to the buying or selling or holding of any securities whatsoever, or with respect to the value of securities. As stated above, all that Thelephant does is to provide a digital platform which creates an accessible and convenient meeting place for the Fundraising Companies and for the Investors, and which allows the first 35 investors who opted to do so (and additional Accredited Investors) to accept an offer to invest in any of the Fundraising Companies, to hold negotiations with respect to the aforesaid offer, and to perform a rapid and efficient investment process in any of the Fundraising Companies, and it also creates an accessible and convenient meeting place for the Holders and for the Purchasers, which allows the Holders to make offers for the purchase of their securities and which allows the Purchasers to make offers to purchase the aforesaid securities.

Without derogating from the foregoing, should Thelephant make use of a particular methodology and/or should it conduct any independent examinations whatsoever for the purpose of making the decision with respect to the identity of the Fundraising Companies that are presented on the Website, the use of the said methodology and/or the conducting of the said examinations shall not constitute advice and/or the giving of an opinion and/or a recommendation to purchase any securities whatsoever.

For the avoidance of doubt, it is hereby clarified that Thelephant or any entity on its behalf does not bear an investment advice license.

As shall be emphasized below, an appropriate examination of an investment or the purchase of securities requires the prudent application of professional tools from many areas, including from accounting, economic, taxation, financial and legal areas, and the tailoring of the use thereof to the specific circumstances of each User. All of the information with respect to the Fundraising Companies or the securities that are offered by the Holders, which was provided through the Website or which shall be provided by any of the Fundraising Companies or the Holders or Thelephant to any of the Users, shall not be deemed to being accounting advice, economic advice, tax advice, financial advice, legal advice, investment advice or any other advice whatsoever.

In the course of the process for investing in any of the Fundraising Companies, forms or agreements or processes that are intended to be of assistance in completing the investment process, such as investment agreements, partnership agreements, confirmations by the Fundraising Company of the registration of the securities in the registers of the Fundraising Company, the possibility of performing transactions through a trustee, etc., may be proposed by Thelephant or by any of the Fundraising Companies. The proposal of these forms, agreements and processes by Thelephant or by any of the Fundraising Companies does not constitute legal advice, and the Investors are required to examine these forms, agreements and processes carefully, to consider whether they meet their requirements and to make any comment that they may have with respect to the format of the forms, the agreements and the processes, and, insofar as necessary, to consult with attorneys on their behalf with respect to the use thereof, and they shall not sign any such form and/or agreement, and they shall not join any such process, unless it satisfies their requirements.

Without derogating from the foregoing, it is hereby clarified that Thelephant does not represent any of the Holders or the Purchasers in transactions for the sale/purchase of securities, and Thelephant also recommends that the parties to any such transaction shall apply to receive legal representation and advice in the transaction.

The Users are aware that Thelephant itself or officers and/or employees and/or shareholders of Thelephant may hold, from time to time, securities of any of the Fundraising Companies or the companies whose securities are offered by the Holders, and the Users hereby declare and undertake that the holding of such securities or the non-holding of such securities (including any action that shall be performed in relation to the said securities) shall not constitute a representation and/or the expression of an opinion and/or a recommendation to the Users with respect to the viability of the purchase of the said securities, and the Users shall have no claim and/or demand in respect thereof against Thelephant and/or any entity on its behalf as stated above.

Users who wish to do so may apply directly, as the case may be, to any of the Fundraising Companies, they may hold private negotiations with them over the terms and conditions of the investment and they may perform the investment in an independent manner, without any intervention by Thelephant.


The Website is intended for Users with the ability to examine investments and the purchase of securities and to reach a prudent decision with respect to the viability of the investment or the purchase of the securities, and the suitability of the investment or the purchase for them

The Website is intended for Users with the ability and the qualifications to examine the investments and the purchase of securities, including the complex aspects thereof, inter alia, as set forth in the Investment Terms and Conditions or in the terms and conditions offered with respect to the purchase of the securities from the Holders, and to reach a prudent and responsible decision with respect to the viability of the investment or the purchase and the suitability of the investment or the purchase for them and with respect to the specific circumstances which characterize them.

Furthermore, the Website is intended for users with the ability to understand the various risks that characterize the investment in securities of private companies, and who are prepared and have the ability to bear the consequences in the event that the investment fails.


The Website is intended for Users aged 18 years and over, who are legally competent to make the undertakings set forth in the provisions of these Terms and Conditions and to engage with the Fundraising Companies or the Holders in accordance with the Investment Terms and Conditions or the terms and conditions for the purchase of the securities

The Website is intended for Users aged 18 years and over, who are competent pursuant to any law to make the undertakings set forth in the provisions of these Terms and Conditions and to engage with the Fundraising Companies or the Holders in accordance with the Investment Terms and Conditions or the terms and conditions for the purchase of the securities. By registering for the Website, the Users undertake that they are aged 18 years and over.


The investment and the purchase of securities is an investment that entails many risks

The investment in securities or the purchase thereof is an investment that entails many risks and it does not constitute a low-risk investment. In addition, an investment or purchase of securities requires the examination of the investment and the purchase in terms of many aspects, including economic, accounting, legal and taxation aspects, and many more. Therefore, investors who are examining whether to make an investment in any of the Fundraising Companies or the purchase of securities from any of the Holders are required to carefully and thoroughly consider, themselves, including through professional advisers on their behalf, the investment or the purchase, with all of the aspects entailed therein.

Furthermore, investors who are examining whether to make an investment in any of the Fundraising Companies or to purchase securities from any of the Holders, including the amount of the investment or the purchase, are required to examine the investment or the purchase while taking into consideration their economic situation, the scope of their assets, the amount of their earnings, and other such factors, and while taking all of these into consideration, they must also consider their ability (and the ability of their relatives) to absorb the failure of the investment, without it having a significant impact on their way of life (and the way of life of their relatives).

Thelephant does not purport to have the ability to eliminate the risks entailed in the investment in securities and the purchase thereof, or even to notify the Users thereof, it is not liable or a guarantor in any manner whatsoever for the return of the investments, for the viability of the purchase or for the generation of profits for the Investors or for the Purchasers, and it does not even make any representation with respect to the return that is expected for the Investors or for the Purchasers, if any. Thelephant expressly clarifies that it shall not be liable for the materialization of any of the aforesaid risks or for any failure of the investment or of the purchase, and the Investor or the Purchaser hereby declares and undertakes that he shall have no claim and/or demand against Thelephant in respect of the materialization of any of the aforesaid risks or in respect of the failure of the investment or of the purchase.


Investments in securities of private companies or the purchase thereof have unique characteristics that entail unique risks

The investment in securities of private companies or the purchase thereof have unique characteristics that entail unique risks; thus, for example, the scope of the information that is generally provided by private companies prior to the making of the investment therein, and the quality, reliability and accessibility of the said information for the Investor who is examining the investment, do not meet the same standards which information is required to meet that is published by public companies, and it is not available to the same extent; the information that is provided by a Holder with respect to a company whose securities he is offering to sell to the Purchasers is information of a more limited scope which has not been verified by the company and whose reliability cannot be examined; the marketability of securities of a private company is incomparably lower than the marketability of securities of a public company; the activities of a private company are not accompanied by “gatekeepers” or mechanisms which guarantee the compliance by the company with the appropriate standards of corporate governance, such as those which accompany the activities of a public company (such as outside directors, internal auditors, an audit committee, a committee for the approval of the financial statements, a compensation committee, the SOX regulations, an administrative enforcement system, the rating of the company and the company’s securities by rating companies, and so on and so forth), the dealings of a private company are not controlled or supervised by the Israel Securities Authority, and so on and so forth.

Without derogating from the foregoing, it is hereby clarified that Thelephant has no knowledge whatsoever as to whether the securities of any of the Fundraising Companies or those companies whose securities are offered for sale by the Holders shall be traded in the future on the stock exchange in Israel or on any other stock exchange around the world and/or whether profits (dividends), bonus shares, etc., will be distributed to the Holders thereof.

An investor or purchaser who is examining whether to make an investment in the securities of a private company or the purchase thereof must take into account, as part of the diverse range of considerations, the unique risks entailed in the investment or in the purchase of securities of a private company, per se, and also as compared with other investment alternatives (such as an investment in securities of public companies).


The information that is presented on the Website with respect to the Fundraising Companies has been uploaded by them and they are solely liable for the said information; the information that is presented on the Website with respect to the companies whose securities are offered for sale by the Holders has been uploaded by the Holders, and they are solely liable for the said information

The Fundraising Companies have uploaded to the Website information that pertains to their activities, their legal and economic situation, the control thereof, their business results, their plans with respect to the future, tools for the analysis of information which have been prepared by the Fundraising Companies or by any entity on their behalf, the assessment of the Fundraising Companies with respect to risk factors, and so on and so forth (the “Information on the Fundraising Companies”). Some of the Information on the Fundraising Companies (such as financial statements, in-depth reviews of the activities and results of the Fundraising Companies, etc.) shall be transferred solely to the aforesaid 35 investors (at the very most) to whom the offer to invest in the Fundraising Company shall be transferred, and even this is subject to such terms and conditions as shall be determined by any of the Fundraising Companies, including the signing by the Investors of an undertaking to maintain confidentiality, a meeting of the Investors with the representatives of the Fundraising Companies, etc., all as the Fundraising Companies shall determine.

The Holders have uploaded to the Website information about the companies whose securities are offered for sale to the Purchasers and information about the said securities, including with respect to their rights in the said securities and including with respect to the certifications and the consents which are required for the purpose of the sale of the securities (the “Information Uploaded by the Holders”); the Information Uploaded by the Holders is partial and subjective information which has not been verified by any entity whatsoever, including not by the company whose securities are offered for sale by the Holders, and any person who relies upon this information must take this into account and must take extra caution in the examination of the information.

The Information on the Fundraising Companies is as submitted by the Fundraising Companies, it has not been verified by any entity whatsoever, and the Fundraising Companies are solely liable therefor; the Information Uploaded by the Holders is as submitted by the Holders, and the Holders are solely liable therefor, and it does not necessarily include all of the information that a reasonable investor may wish to receive for the purpose of reaching a decision as to whether to make an investment or purchase, and inter alia, it does not necessarily include the details of all of the risks that are entailed in the making of the investment or the purchase, the details of all the conditions the satisfaction of which constitutes a prerequisite for the completion of the investment, etc.

Therefore, the Investor is required to exercise discretion and criticism in all matters pertaining to the examination of the Information on the Fundraising Companies or the information on the companies whose securities are offered for sale by the Holders, and his reliance thereupon in the making of the investment, and the Investor is also required to examine the possibility of not confining himself to the Information on the Fundraising Companies or to the information on the companies whose securities are offered for sale by the Holders which is published on the Website, but rather, to act independently in order to identify additional information in connection with the aforesaid companies and with the analysis of the information in an independent manner, whether himself or through expert consultants on his behalf, or in the alternative, due to a lack of adequate information, to refrain from making the investment or the purchase of the securities from the Holders.

Thelephant has no ability and also has no intention of examining the correctness, accuracy or reliability of the Information on the Fundraising Companies or the information on the companies whose securities are offered for sale by the Holders, and it expressly clarifies that it shall not be liable for the correctness, accuracy or reliability of the Information on the Fundraising Companies, it does not undertake that the information on the aforesaid companies may be relied upon for the purpose of considering the making of the investment or the purchase, or that the Information on the Fundraising Companies is sufficient in order to consider the making of the investment, and that the presentation of the information on the aforesaid companies on the Website does not constitute a representation or undertaking by Thelephant, whether express or implied, with respect to the correctness, accuracy or reliability of the aforesaid information, and the User hereby declares and undertakes that he shall have no claim and/or demand against Thelephant in respect thereof.

Without derogating from the foregoing, it is hereby clarified that should there be any change in the Information on the Fundraising Companies or in the information on the companies whose securities are offered for sale by the Holders, whether prior to the making of the investment or the purchase, in the course of making same or thereafter, whether a material change or a non-material change, and inter alia, changes in the risk factors accompanying the said company and the investment therein, Thelephant has and can have no awareness of such changes and insofar as Thelephant has any awareness of such changes, it has no ability whatsoever to analyze the meaning of the aforesaid changes, and nor does it have any obligation to update the information on the aforesaid companies in accordance with the aforesaid changes.

Investors who are examining making an investment in any of the Fundraising Companies or the purchase of securities in any of the companies whose securities are offered for sale by the Holders, are required to take into account that the information on the aforesaid companies relates to that point in time at which the said information was provided by the Fundraising Companies or by the Holders, and that changes in market conditions (domestic and global), in economic conditions, in fiscal conditions, in the human composition of the aforesaid company, in the regulation that applies to the said companies, in the engagements in new transactions and in the cancellation of existing transactions, and other such factors, could render the aforesaid information, in whole or in part, irrelevant, and it could even cause the development of new risks, whose occurrence, or the timing of the occurrence thereof could not have been foreseen by the said company or by the said holder (and most certainly not by Thelephant), which risks are likely to have a material effect on the viability of the investments or the purchases and the profitability thereof.


All of the information that is submitted through the Website with respect to the Fundraising Companies and with respect to the companies whose securities are offered for sale by the Holders is made available to the Investor, without any consideration

All of the information that is provided through the Website with respect to the Fundraising Companies (including investment offers which shall be submitted to not more than the aforesaid 35 investors), and with respect to the companies whose securities are offered for sale by the Holders, is made available to the Users, without any consideration.

It should be noted that links may appear on the Website to general or specific content which is offered by third parties (such as links to websites that provide business information on companies and businesses, websites that provide an abstract of companies’ records with the Registrar of Companies, etc.) and which is provided for such consideration and upon such terms and conditions as shall be determined by the said third parties, and for which the said third parties are responsible.


The Users’ undertaking to comply with the requirements of any law pertaining to the making of the investments and the purchases

The Users may be subject to various laws which pertain to the making of investments or to the sale or purchase of securities, and which arise from the personal circumstances of each User, including circumstances which pertain to his place of residence (within the State of Israel or outside the State of Israel), the tax laws that apply thereto, laws that pertain to a declaration or report on investment activities or the sale or purchase of securities to any of the state authorities, etc.

The Users undertake to thoroughly examine the application of the various laws which apply to them as aforesaid, and they undertake to act insofar as necessary so as not to violate the aforesaid laws, and inter alia, to make full and proper disclosure with respect to the making of any investment or sale or purchase to any competent authority as required by law, insofar as the law requires such disclosure.


The Fundraising Companies may terminate the proceeding for the raising of the funds by them, and the Holders may terminate the proceeding for the sale of the securities by them, at any time and for any reason whatsoever

The Fundraising Companies may terminate the proceeding for the raising of the funds by them, and the Holders may terminate the proceeding for the sale of the securities by them, at any time and for any reason whatsoever.


The format of Thelephant’s activities is subject to changes

The format of Thelephant’s core activities is as set forth in the Terms and Conditions, in the declaration on the Privacy Policy and in the Investment Terms and Conditions. Thelephant reserves the right to modify from time to time the format of the activities (including the provisions of these Terms and Conditions), in its discretion, due to a multitude of factors including legislative changes in the State of Israel and changes in the regulation, changes arising from the Investment Terms and Conditions or from the terms of the sale/purchase of specific securities that require a different format of activities, changes in the circumstances, experience acquired over time, etc. It is hereby clarified that the investment format with respect to each specific investment in a Fundraising Company is the format that is set forth in the Investment Terms and Conditions, as shall be submitted to not more than the 35 investors to whom the offer to make the investment shall be transferred.

Without derogating from the foregoing and for the avoidance of any doubt, the Users undertake to examine, prior to performing any action on the Website (including prior to the submission of any personal details and registration for the Website or for any of the activities on the Website), the provisions of these Terms and Conditions and the provisions of the privacy declaration.

Without derogating from the foregoing, the Users undertake to examine, prior to the making of any investment act in any of the Fundraising Companies or the sale or purchase of securities, the process and the specific Investment Terms and Conditions and the information pertaining to any such transaction.


Thelephant may present certain investments and certain purchases of securities solely to certain Investors and Purchasers or it may reject an investment application by an Investor

Thelephant may present certain investments and certain purchases of securities solely to certain Investors and Purchasers who meet, in Thelephant’s discretion, the investment requirements or the Holders’ requirements, and Thelephant may also reject, in whole or in part, an investment application by an Investor or a purchase application by a Purchaser, and it may also refuse to accept the joinder of any person to the group of investors that has chosen to invest in the Fundraising Company or in the Funds, all in Thelephant’s sole and unqualified discretion, and without Thelephant being required to give reasons for its decision.


The terms and conditions for making the investments and the terms and conditions for purchasing securities from the Holders

The specific terms and conditions for the making of any investment, including the price of the securities being offered, the proportion of the securities being offered out of the Fundraising Company’s total issued share capital, the Fundraising Company’s investment commitment, the number of the investors who will be able to make the investment (who, as aforesaid, shall not exceed 35, in any event, not including Accredited Investors), the period of time for the making of the investment, the investment process, the rights that shall be conferred on each investor in the Fundraising Company, the investment units and the rest of the details pertaining to the investment, shall be specified solely to the 35 investors (and the Accredited Investors) to whom the investment offer shall be presented, and it is hereby clarified that the aforesaid specific terms and conditions are as offered by each Fundraising Company, in its discretion and in accordance with its requirements, and they are subject to negotiations between the Investors and the Fundraising Company.

The specific terms and conditions for making a purchase of securities from the Holders, including the price of the securities being offered, the proportion of the securities being offered out of the relevant company’s total issued share capital, etc., are as offered by each Holder, in his discretion, and they are subject to negotiations between the Purchaser and the Holder.

An investor who examines an investment in any of the Fundraising Companies or the purchase of securities must take into account, as part of the diverse range of considerations, the terms and conditions for the investment or the purchase, and the suitability thereof for his specific and unique needs, his economic ability, the scope of the resources available to him, and other such factors.


Cancellation of the transaction by the Investors or by the Purchasers

Prior to the signing by the Investors or by the Purchasers of the agreements and the various documents that are required for the purpose of making the investment or the purchase, the Investors or the Purchasers may retract their wish to engage with the Fundraising Company in the investment transaction or with the Holder in the transaction for the purchase of the securities, as the case may be, for any reason whatsoever and without their being required to pay any fine or compensation in respect of their non-engagement in the transaction, by giving appropriate notice to Thelephant.

Subsequent to the signing by the Investors or by the Purchasers of the agreements and the various documents that are required for the purpose of making the investment or the purchase, the Investors or the Purchasers can no longer cancel the transaction, subject to and without derogating from any right reserved to the Investor or to the Purchaser in accordance with the provisions of any law pertaining to the cancellation of contracts and/or in accordance with the Investment Terms and Conditions (insofar as they even allow the cancellation of the transaction after completion thereof).


Cancellation of the transaction by Thelephant

Thelephant may cancel the participation of any Investor in the proceeding to invest in the Fundraising Company, up until the date of completion of the transaction, in other words, up until the date of the transfer of payment by the Investor in respect of his investment in the Fundraising Company, in any event in which Thelephant believes, in its discretion, that the transaction is being conducted in a manner that constitutes the violation of a law and/or breach of the Terms of Use (as defined above) and/or due to any material error that arose in the Information on the Fundraising Companies (as this term is defined above) and/or due to any error that arose in the investment process and/or due to any other reasonable reason whatsoever.

Cancellation of the transaction by Thelephant after the date of completion of the transaction may be done solely subject to any right reserved to Thelephant in accordance with the provisions of any law pertaining to the cancellation of contracts and/or in accordance with the Investment Terms and Conditions (insofar as they even allow the cancellation of the transaction after completion thereof).


Prohibition of the violation and infringement of intellectual property that is owned by Thelephant or any of the Fundraising Companies or any third party

Prohibition of the violation and infringement of intellectual property that is owned by Thelephant or any of the Fundraising Companies or any third party

The rights in the Intellectual Property which is published by the Fundraising Companies or by any third party belong exclusively to the Fundraising Companies or to any such third party, as the case may be.

It is hereby clarified that the Users have no right of any kind or nature in the Intellectual Property, and they undertake not to make any use of any kind or nature of the Intellectual Property, except for the purpose of making a decision regarding the making of an investment in any of the Fundraising Companies and/or the making of a purchase of securities and/or as permitted on the Website, and they undertake not to violate and/or infringe the rights of Thelephant and/or the Fundraising Companies and/or any third party in the Intellectual Property, and, inter alia, not to make any change to or otherwise affect the Intellectual Property.


Undertakings by the Investors that the content that will be uploaded by them to the Website shall not cause the violation of any law and/or the infringement of any right of any third party

The Users may have the possibility of posting on the Website content of their own, participating in forums, asking and responding to questions, submitting information, posting video clips, audio clips, photographs, pictures, illustrations, animation, graphics, text, documents, presenting ideas, plans, comments, proposals, software, scripts, projects, and so on and so forth (the “User Content”).

Thelephant is not obligated to allow the posting of User Content and it may, but is not obligated to, prevent the posting of User Content in whole or in part, occasionally or absolutely, on part or all of the Website, and it may also monitor, censor, edit, delete or rewrite any User Content, at any time and without giving any notice whatsoever, all in its sole discretion, and without being required to give reasons for its decision.

It is clarified that the User Content, from the moment it was posted, shall be public, available and accessible to all of the Users and any third party whatsoever, even without the knowledge of the person who posted the said content and any User who posts User Content must take this into account prior to the posting of the User Content.

Users who post User Content do so at their sole liability and they undertake to compensate and indemnify Thelephant, immediately at its first request, for any damage and/or expense and/or loss and/or payment that were caused or paid by Thelephant to any third party in respect of the posting of the User Content by them.

Users who post User Content undertake that the User Content that was posted by them is owned by them and/or they are the owners of the rights in the User Content and they are entitled to upload the User Content to the Website and to disclose it to Thelephant, the other Users and any third party whatsoever, including to disclose it for unlimited use by Thelephant and the Users.

The Users undertake that the User Content that was posted by them, shall not cause, by virtue of the posting thereof on the Website, the violation of any law and/or legal provision and/or the infringement of any legitimate right of any third party, and inter alia, and without derogating from the generality of the foregoing, that the User Content shall not constitute a violation of privacy as construed in the Privacy Protection Law, 5741 – 1981, defamation as construed in the Prohibition of Defamation Law, 5725 – 1965, prohibited use of inside information and/or securities fraud as construed in the Securities Law, 5728 – 1968, infringement of any intellectual property rights of any third party, including a violation of copyright and/or trademarks and/or service marks and/or moral rights and/or know-how and/or patents and/or designs and/or trade secrets, etc., in Israel and anywhere around the world, a breach of any agreement or undertaking vis-à-vis any third party, the publication of state secrets, the publication of information whose disclosure is prohibited by a competent authority, the publication of false or misleading or fraudulent or inaccurate information, a posting that is obscene, harassing, threatening, abusive, pornographic, defamatory, damaging, a violation of an individual’s privacy, racist, provocative, inappropriate, that encourages a breach of any law, creates a risk to the security or health of any person or creates a risk to public safety or that constitutes the abuse of legal proceedings or the obstruction of investigative proceedings, it shall not constitute the impersonation of another person, it shall not constitute an act of fraud or deceit, it shall not contain viruses or computer code, files or programs which are intended to damage or interrupt the proper functionality of any information systems or other computer programs or to allow unauthorized access to information systems or to any program or file, etc. (“Offensive Content”).

Without derogating from the foregoing, for the purpose of the Terms and Conditions and the activities of the Users on the Website, the offering of business opportunities of any kind, job offers, offers to buy or sell assets of any kind, chain letters, offers pertaining to pyramid scams, sales promotion, advertising, marketing, donations, etc., shall also be deemed to be Offensive Content.


Thelephant’s lack of liability for the posting of any User Content

Without derogating from the foregoing, it is clarified that Thelephant has no practical ability to examine whether certain User Content constitutes Offensive Content (as defined above) and/or whether the User Content or any part thereof is reliable, correct, accurate, complete, etc., and the Investors hereby release Thelephant from any liability in respect of the posting of Offensive Content or content that is not reliable, correct, accurate, complete, etc., by any of the Users.

Without derogating from the foregoing, the Users declare that they are aware that they may be exposed, during use of the Website, to Offensive Content, and they shall have no claim and/or demand against Thelephant in respect thereof.

Without derogating from the foregoing, should Thelephant succeed in identifying User Content which was posted on the Website, and which, in Thelephant’s sole discretion, is or could be deemed to be Offensive Content, Thelephant may, but is not obligated to, remove any such Offensive Content from the Website and it may take all of the means available to it, without being required to give any prior notice thereof, in its sole discretion, and without being required to give reasons for its decision.


Users who post User Content on the Website waive, vis-à-vis Thelephant and vis-à-vis any third party, any right of any kind or nature which they have in the said Content

Thelephant reserves the right to terminate the service that is provided on the Website or to significantly modify the service that is provided on the Website or to modify the restrictions or to impose new restrictions on various features and services that are provided through the Website or to modify the access to various features and services that are provided through the Website, all – at any time, whether with respect to a specific User or with respect to the entire user community or with respect to a group of the user community, whether on all of the Website or on part thereof, whether temporarily or permanently, all in its sole discretion and without it being required to give reasons for its decision, and without it being required to give any notice of its intention to do so.

Without derogating from the foregoing, Thelephant reserves the right to terminate the service that is provided on the Website to any User who, in Thelephant’s opinion and in its sole discretion, has breached any of the Terms of Use of the Website (including and without derogating from the generality of the foregoing, a User who has impersonated another person, made use of another person’s account, failed to submit complete or accurate details, posted Offensive Content, performed an act that constitutes an act of fraud, etc.) or has breached any provision of any valid law, regulation or order, all without Thelephant being required to give reasons for its decision.

Without derogating from the foregoing, Thelephant reserves the right to terminate or suspend any fundraising venture by any of the Fundraising Companies or any attempt to offer Securities by any Holder, at any time and for any reason whatsoever, while giving appropriate notice to that effect on the Website.


Postings by third parties

Postings by third parties may appear on the Website which pertain to content or services that are provided by them, whether for consideration or without consideration. The terms of use of the aforesaid content and services are as determined and published by the said third parties, and Thelephant has no liability whatsoever with respect to the content and the services that are provided by the said third parties, inter alia, with respect to the reliability, accuracy or quality thereof, the privacy protection applied therein, the compliance thereof with the provisions of any law, the practice applied thereat, the posting of Offensive Content (as defined above) by them, the products that are supplied by them or any other aspect pertaining to their conduct (including with respect to the possibility of exposure to viruses and to malware as can be expected for any person who surfs the websites that are operated by the said third parties), Thelephant does not supervise and/or monitor and/or censor the activities of the said third parties in any aspect whatsoever, and it does not grant any sponsorship to businesses or to the activities of the said third parties, and the Users shall have no claim and/or demand against Thelephant in any manner pertaining to and/or in connection with content or services that are provided by the said third parties.


Registration to the Website

At the time of registration to the Website, the User is required to input a registration form that includes his personal details. At various stages during the use of the Website (for example, the Investor’s request to be included among the 35 Investors who will be exposed to additional details pertaining to any investment in any of the Fundraising Companies, an application to register for any content services, the making of an investment in any of the Fundraising Companies, the making of a purchase of securities from the Holders, and so on and so forth), the User shall be required to input additional details about himself (the “Details”).

The Users undertake that the Details that have been provided by them are their correct, complete and accurate personal details, and that they will update the Details on the Website, whenever any change shall take place therein.

Without derogating from the foregoing, the submission of details in an incomplete or inaccurate manner may prevent or impair or delay the ability to get in touch with the registered user, to send documents and information to the registered user, and so on and so forth.

Without derogating from the foregoing, the Users hereby give their consent that the e-mail address that has been submitted by them shall constitute Thelephant’s channel of communication with them and shall constitute the address for the submission of any notice which they are entitled to receive or which Thelephant wishes to send to them.

The Users undertake to take all of the measures as required in order to maintain full confidentiality, not to disclose to others and not to allow others any access to the identification details through which they identify on the Website, such as their username, password, etc.


Undertaking not to act on the Website through another

The Users undertake not to allow any third party to make use of their user account, and also not to make any use themselves of any third party’s user account.

Without derogating from the foregoing, it is clarified that each User shall be charged in respect of any action that is performed through his user account on the Website.


The submission of information about the Users to any competent authority

Without derogating from the provisions of the Privacy Policy, it is hereby expressly clarified and the Users are aware and agree that Thelephant shall submit their Details or any of them to any authority that is authorized by law to demand receipt thereof.


Undertaking to compensate and indemnify Thelephant

Each of the Users undertakes to compensate and indemnify Thelephant immediately at its first request, in respect of any damage and/or expense and/or loss and/or payment and/or fine that was caused to it or imposed on it or on any entity on its behalf in respect of any breach of any of the provisions of the Terms and Conditions by the said User.


Prohibited uses of the Website

Without derogating from the prohibition set forth above, with respect to the posting of Offensive Content, as defined above, the Users undertake not to make any illegal use of the Website, and also not to make any use of the Website that could prejudice Thelephant or any of the Users or any third party. Without derogating from the foregoing, the Users undertake not to modify any part of the Website, not to use any web robots or web spiders on the Website, or any other means to automatically collect data, not to hack the source code or the algorithm that underpins the Website and not to post or transmit on the Website any file that contains a virus, worm, Trojan horse or any other harmful, contaminating or destructive feature that could disrupt the functionality of the Website.


Restriction of Thelephant’s liability

Without derogating from any relevant provision in these Terms and Conditions, it is clarified that the content which is presented on the Website (including the Information on the Fundraising Companies, as defined above, the information that is provided by the Users, any information or content that is provided on the Website by Thelephant with respect to the Fundraising Companies, and any information that is provided on the Website by the Holders), is provided as is, without Thelephant taking any responsibility for the accuracy and/or reliability of the aforesaid content; in addition, the investment transactions which shall be presented to the 35 investors are as offered by the Fundraising Companies, and at their sole liability, without Thelephant taking any responsibility for the viability and/or profitability of the investments that are offered.

The Users are solely liable for any use that shall be made by them of the content that is presented on the Website, and they are also solely liable for any transaction and/or interaction that shall take place between them and any of the Fundraising Companies or the Holders or the Purchasers, and for this purpose, it shall be emphasized once again that each of the Investors or the Purchasers may engage directly with any of the Fundraising Companies or the Holders, as the case may be, not through the Website, and they may hold negotiations with them and receive any information independently, and reach any agreement with them with respect to the making of an investment in any of the Fundraising Companies, upon such terms and conditions as shall be agreed upon between them.

Thelephant and/or any entity on its behalf (including its employees and its managers) shall not bear any liability for any direct or indirect damage, any property or non-property damage (including damage to goodwill or to its reputation) that will be caused to any of the Users in any matter pertaining to and entailed in the use that is made by them of the Website and, inter alia and without derogating from the generality of the foregoing, as a consequence of the loss of the investment in any of the Fundraising Companies or in the securities that were purchased from the Holders, the loss of alternative or other investment opportunities, and so on and so forth.

Without derogating from the generality of the foregoing, Thelephant and any entity on its behalf (including its employees and its managers) shall not bear any liability for any direct or indirect damage that will be caused to any of the Users as a consequence of the loss of data or damage to information systems and computer files (including from viruses, Trojan horses, etc.), as a consequence of failures and/or disruptions to service and/or maintenance works in Thelephant’s information systems, as a consequence of a temporary or permanent lack of ability to make use of the Website, a delay and/or cessation in the provision of notices (in cases in which the User has registered for a service that provides notices), any impairment of the information that is situated or stored on servers which are used by Thelephant, any damage to Thelephant’s information systems by hackers or by any third party, or any failure in saving or protecting the Users’ data (including the Details, as defined above) by Thelephant or any entity on its behalf, and so on and so forth.


Miscellaneous

Disputes with others – Thelephant is not required to get involved or to provide assistance in any dispute and/or conflict that shall arise between any of the Users and any of the Fundraising Companies or between any User and any other User.

Jurisdiction and governing law – The courts in the Tel Aviv and Central District shall have the exclusive local jurisdiction to adjudicate upon any dispute that shall arise between any of the Users and Thelephant.

These Terms and Conditions and any other undertaking made by Thelephant and/or any of the Users and any activity performed on the Website shall be subject to the provisions of Israeli law.

The service is a personal service – The service that is provided by Thelephant through the Website to the User is a personal service that is nontransferable.

Notice by the User of termination of the engagement between him and Thelephant – The User may give notice to Thelephant at any time and for any reason whatsoever of the termination of the engagement between the User and Thelephant (as distinct from the Investor’s engagement in agreements in connection with an investment in the Fundraising Company or an engagement between the Purchaser and the Holder), by closing his user account on the Website, and upon the closing of the user account, as aforesaid, the engagement between the parties shall come to an end.

Waiver or failure to take action – No waiver, failure to take action or grant of an extension that are provided by Thelephant shall be deemed to be a waiver of its rights pursuant to these Terms and Conditions and/or pursuant to any law, they shall not constitute a precedent and they shall not serve as an analogy for any other case, they shall not adversely affect Thelephant’s right to exercise its rights, at any time, and they shall not create any claim of estoppel or impediment against it.

Invalidity of any of the provisions of the Terms and Conditions – The invalidity of any of the provisions of these Terms and Conditions shall not affect the validity of these Terms and Conditions in their entirety. Any term or condition that is invalid or unenforceable shall be replaced with a valid term or condition which shall be as close as possible to the original term or condition that it is replacing, insofar as practical pursuant to any law.

The Terms and Conditions are drafted in the masculine gender and in the plural solely for the sake of convenience – The Terms and Conditions are drafted in the masculine gender and in the plural solely for the sake of convenience and needless to say, they shall be deemed to refer to both genders, and also, needless to say, they shall be deemed to refer to each User severally.

The addresses of the parties – The address and the means of communication with Thelephant are as set forth above and on the Website. In addition, you may also contact Thelephant at the email address: info@thelephant.io. The address and the means of communication with the User are as set forth in the Details (as defined above) which have been submitted by him.

Notices – Notices by the parties to one another in the course of the current use of the Website (and including notices of the termination of use of the Website) shall be sent through the Website. Notices by the parties to one another that are not in the course of the current use of the Website shall be sent by registered mail, to the parties’ addresses as set forth above.

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