From: jeffrey E. <[email protected]> Sent: Friday, February 19, 2016 12:48 AM To: Brad Wechsler Cc: Melanie Spinella Subject: Re: Fw: Term Sheet and Loan Agreement Is this for me? On Thursday, 18 February 2016, Brad Wec=sler < <mailto Do you want this 2.2mm, non control, venture investment presented to truste=s for their consideration? Sent from my Verizon Wireless BlackBerry From: "Chan, Yvonne" < Date: Thu, 18 Feb 2016 23:17:37 0000 To: Keith ciavascript:_e(%7B%7D;cvmr= Wechsler <javascript:_e(%7B%7D/cvmr, Cc: <javascript:_e(%7B%7D,1=cvm Subject: FW: Term Sheet and Loan Agreement OK? <javascript:_e(%7B=7D/cvmP, ):>> ;> > );»; =rad Keith, Brad (apologies — I no=e you were not on the original email with the revised docs).=/span> Issues from Max's mark up as =ollows: 1. Amount of the investment: $2.250 MM versus our $2.2 MM. Pls confirm the deal.<=u> 2. Percentage ownership of the comp=ny: 19.57% for $2.25 MM. Is this the deal? 3. Interest rate on loan: 0.0=%? we had 0.1%. 4. Default interest on loan: _%? we had 10%. 5. One year maturity for the loan: pls confirm OK. 6. Date for closing of the investme=t: April 19, 2016 — so four months to get the paperwork etc =n place. 7. Liquidation pref: one time=. Consistent with seed preferred. Is this the deal?<=u> 8. Automatic conversion into common=on a qualified public offering — it raises $20MM. pls confir= this is OK. EFTA_R1_01582033 EFTA02470782

9. Monthly info - Keith =80 you asked for forecast vs actuals for downloads, usage and image upl=ads — their mark up suggests they will give you actual info only. Is this OK? 10. Materiality threshol=s for Series A preferred consents: $500K — do we have any id=a of their current financial situation? Should it be lower? 11. Drag if majority in interest wan= to sell: we had changed to two thirds. Majority in interest i= consistent with current stockholders agreement and pretty standard. 12. 5 member board : Magnus ch=oses three. Series A chooses one. Silent on the fifth =93 mark up deletes the nominee of Maleki. Have you discu=sed this? If they say the fifth is the CEO, then effectively Magnus has 4 seat=. OK? Or did you expect a seed investor to select the fi=th director? Or the fifth to be an independent or someone jointly selected=by Magnus and Black ? 13. Board meetings: reduced fr=m four to two semi-annual. OK? To finalize the docs and if you expec= to sign tomorrow, I need the name and address of the Black entity that wi=l fund the loan. Disbursement of loan will be 3 Biz Days after signing — so funding will be due Wednesday =eb 24. Let me know if you would like to disc=ss. On the business issues, it might be more efficient if you raised=them with Max/Magnus before we revise and finalize the documents. Yvonne Y.F.Chan I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019.6064 (Direct Phone) (Direct Fax) <javascript:_e(%78%7D;cvmli,[email protected]=);> www.paulweiss.com <http://www.paul=eiss.com> From: Maximilian Straub Sent: Thursday, Februa 18, 2016 5:44 PM To: Chan, Yvonne <javascript:_e(%7B%7D/cvmr,=1$39; Cc: Keith < avascri t• e %7B%7D,'cvml','-=; gavascripte(%7B%7D;cvm11,&=39 );> Subject: Re: Term Sheet and Loan Agreement Dear all, );> &=t; n=s Resch 2 EFTA_R1_01582034 EFTA02470783

please find attached the revised version of both loa= agreement and term sheet. While I accepted almost all of the edits, I unf=rtunately spotted a mistake we made on the valuation and investment sum (i=e. given the agreed pre- money valuation of USD 9 mn and a total Series A investment of 2.5 mn (2.25 Leon Black, a=5 Anastasiya Siro), the fully diluted share of Leon Black should be 19.57%=- see cap table). Best, Max P.S.: For completeness, Anastasiya's share would=be 2.17% for her Series A shares or a total of 3.74% including common shar=s On Thu, Feb 18, 2016 at 9:52 PM, Chan, Yvonne < > wrote: All Attached are revised drafts of the lo=n agreement and the term sheet, reflecting our comments — and after a review of the current charter and stockholders agreement. I attach clean and redlined versions,=the redlined versions are marked to show the changes from the initial drafts we received. Please let us know if you have any qu=stions. Best regards Yvonne Yvonne Y.F.Chan I Partner 3 EFTA_R1_01582035 EFTA02470784