Epstein Secrets

est interest of the Company, to appoint David J. Mitchell as a member of the Board. RESOLVED, that David J

A00289731 with management for the Company, and made such other investigations as it deems advisable in order to determine the fair market value of the Common Stock of the Company and hereby determines such fair market value to be an amount which is not greater than $0.10 per share. RESOLVED FURTHER, that the

ENT Investor• Name: Investor: Name: David J. Mitchell Jonathan Leitersdorf EFTA00298902 COUNTERPART

) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or o

EFUSAL AND CO-SALE AGREEMENT INVESTOR: David J. Mitchell EFTA00298919 COUNTERPART SIGNATURE PAGE TO RI

or prospectively) only by the written agreement of the Company and Major Investors who beneficially own at least a ninety percent (90%) majority of the Common Stock issuable or issued upon conversion of the Series A Preferred Stock issued to all Major Investors; provided, however, that such rights may not be wa

Board of: (a) One person designated by David J. Mitchell to serve as the Series A Director, who shalt ini

erminate and be of no further force or effect upon the earliest to occur of (a) the date of the closing of a firmly underwritten public offering of the Common Stock pursuant to a registration statement filed with the Securities and Exchange Commission, and declared effective under the Securities Act, which resul

RSDORF By: Name: Jonathan Leitersdorf DAVID J. MITCHELL By: Name: David J. Mitchell EFTA00289504 IN

or prospectively) only by the written agreement of the Company and Major Investors who beneficially own at least a ninety percent (90%) majority of the Common Stock issuable or issued upon conversion of the Series A Preferred Stock issued to all Major Investors; provided, however, that such rights may not be wa

l Ted Mitchell was recently named CEO of the New Schools Venture Fund after having served on the New Schools Board of Directors for seven years. Mr. Mitchell previously served as president of Occidental College for six years. Immediately prior to Occidental, he served as Vice President for Education and St

nded annually with such dividends being paid in the form of additional shares of Series C Preferred Stock. The Series B Preferred Stock is senior to the Common Stock and has a liquidation preference equal to the greater of (a) two times the original cost of the Series B Preferred Stock or (b) the amount which woul