Notice of Conversion - 19102023 Asaf Ben Ezri

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October 18, 2023

Dear CLA investors,

Re: General update & CLA conversion

I would first like to wish you and your loved-ones better days and happier times. We all are impacted
by the horrific atrocities that took place at the south of Israel and the events that followed. We look
forward with anticipation for better times. Nevertheless, the world keeps spinning and we, at
Orchestra Group, must make sure we don’t lose our grip and keep on progressing the company,
bearing in mind the difficult situation everybody is in.

As you all know, fundraising has been very challenging in the past 1.5 years and during that time the
company has been surviving on its own revenues supported in small part by loans by the founders
and other investors. During this period, we shrunk the company while changing the focus of its main
product from enterprise clients towards the mid-market through service providers (MSPs and
MSSPs). From the perspective of the product the change is proving to be very successful as reaction
from the market is very positive, even leading to us being approached by a public company traded on
NASDAQ in the intention of starting a strategic commercial partnership that, if successful, may end in
a merger of the companies.

On the financial side it has been more challenging. The company has reached a break-even status,
but past debt and commitment make the cash flow status more difficult.

During our last effort to increase the CLA with special conditions, some of the investors we contacted
mentioned that they want to convert the CLA but feel that the indicated pre-money valuation of
$40,000,000 does not reflect market conditions and so in our last BOD meeting we discussed a
proposal to have the CLA be converted at $22,500,000. This translates to a pre-money company
valuation of 18 million dollars after applying the 20% discount as per the CLA, which reflects a 55%
discount on the CLA’s Cap valuation. On top of that, the following preferred rights shall be attached
to the converted shares: Pre-emptive, Co-sale, Bring Along, Tag along, Permitted Transfers (Where
Applicable) & Information rights. This proposal was approved and so, as this conversion is voluntary
and requires a majority of the CLA to approve it, we are now bringing it to your attention and
decision.

In order to execute the BoD’s directive, we ask each one of you to review the 2 options detailed
below, mark one of the checkboxes as per your preference and return this form dated and signed at
your earliest convenience but not later than October 27th, 2023.

Should we not receive a reply, your vote will be deemed in favor of conversion, as per the above.

Please don’t hesitate to approach me with any issue or concern you may have.

Thank you and wishing all of us better days,

Gilad Hellerman, CEO


Voting and signature page to follow.

I, _Asaf ben ezri_____ (investor’s name), the undersigned, am (please mark the right option)

In favor of the conversion at a pre-money valuation of 22.5 million dollars.


X
Against of the conversion at a pre-money valuation of 22.5 million dollars.

_Asaf ben ezri _ __Oct 24 2023_


____________

Investor’s name Signature Date

PLEASE SCAN AND EMAIL THIS MARKED & SIGNED FORM TO THE FOLLOWING EMAIL:

isaac@orchestra.group

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