Epstein Secrets

ent as set forth below. 3.1 Organization and Standing; Corporate Power. The Company is a corporation duly organized and existing under the laws of the State of California and is in good standing under such laws. The Company has the requisite corporate power and authority to own and operate its properties and assets,

ncluding disclosure of the reasonably foreseeable adverse consequences of such representation; (ii) acknowledge that with respect to the Financing, Cooley has represented solely the Company, and not any Purchaser or any shareholder, director or employee of the Company or any I7. 1221982 v6/5F EFTA00

orded to any party, shall be cumulative and not alternative. 6.8 Waiver of Conflicts. Each party to this Agreement acknowledges that Cooley LIP ("Cooley"), outside general counsel to the Company, may have in the past performed and is or may now or in the future represent one or more Purchasers or the

3. Jawbone is, and at all relevant times herein mentioned was, a California corporation organized and existing under and by virtue of the laws of the State of California, and which has its principal place of business in the State of California, County of San Francisco. 4. Rahman is, and at all relevant times mentio

EFTA00807826 DocuSign Envelope ID: EESE53F8.24C2-4(3984330t .C89959845 EXHIBIT C ESCROW AGENT UNDERTAKING Ladies and Gentlemen, Cooley LLP ("Cooley") is counsel to Aliphcom d/ib/a Jawbone ("Jawbone") from time to time on a variety of matters. It has come to Cooley's attention that Jawbone and Pr

nds to Jawbone or Protempo immediately upon receiving Protempo's instructions regardin Product Ace tance or Rejected Products. All communications to Cooley shall be sent via email to The parties acknowledge and agree that Cooley is not acting as a fiduciary or agent to Jawbone, Protcmpo, or any other

ligations of the parties thereunder. Our opinion is expressed only with respect to the federal laws of the United States of America and the laws of the State of California. We express no opinion as to whether the laws of any particular jurisdiction apply, and no opinion to the extent that the laws of any jurisdiction o

Cooley Craig D. Jacoby (415) 693.2147 September 18, 2012 Mort, Inc. 6100 Red Hook Quarter, B-3 St. Thomas, U.S.V.I. 00802 Dear Sir or Madam: We have

ng upon the parties 101 CALIFORNIA STREET, 5TH FLOOR, SAN FRANCISCO, CA 94111.5800 T. (415) 693.2000 F. (915) 693.2222 MANCOOLEY COM EFTA00298084 Cooley thereto other than the Company; that the parties to the Financing Agreements other than the Company have filed any required California franchise or