From: Brad Wechsler Sent: Friday, February 19, 2016 12:59 AM To: Jeffrey Epstein Subject: Re: Fw: Term Sheet and Loan Agreement Thgt you might want to weigh in on who investor shld be? (Not actual terms of deal). Sent from my Verizon Wireless BlackBerry From: jeffrey E. <[email protected]> Date: Thu, 18 Feb 2016 19:47:34 -0500 To: Brad Wechsle Cc: Melanie Spinella Subject: Re: Fw: Term Sheet and Loan Agreement Is this for me? On Thursday, 18 February 2016, Brad Wechsler wrote: Do you want this 2.2mm, non control, venture investment presented to trustees for their consideration? Sent from my Verizon Wireless BlackBerry From: "Chan, Yvonne" Date: Thu, 18 Feb 201611/111 To: Keith Fox »; Brad Wechsler Cc: Deckelbaum, Ariel <javascript:_e(%7B%7D/cvmr, Subject: FW: Term Sheet and Loan Agreement Keith, Brad (apologies — I note you were not on the original email with the revised docs). Issues from Max's mark up as follows: 1. Amount of the investment: $2.250 MM versus our $2.2 MM. Pls confirm the deal. 2. Percentage ownership of the company: 19.57% for $2.25 MM. Is this the deal? 3. Interest rate on loan: 0.01%? we had 0.1%. 4. Default interest on loan: 1%? we had 10%. S. One year maturity for the loan: pls confirm OK. EFTA_R1_01390785 EFTA02378621
6. Date for closing of the investment: April 19, 2016— so four months to get the paperwork etc in place. OK? 7. Liquidation pref: one times. Consistent with seed preferred. Is this the deal? 8. Automatic conversion into common on a qualified public offering — it raises $20MM. pls confirm this is OK. 9. Monthly info — Keith — you asked for forecast vs actuals for downloads, usage and image uploads — their mark up suggests they will give you actual info only. Is this OK? 10. Materiality thresholds for Series A preferred consents: $500K - do we have any idea of their current financial situation? Should it be lower? 11. Drag if majority in interest want to sell: we had changed to two thirds. Majority in interest is consistent with current stockholders agreement and pretty standard. 12. 5 member board : Magnus chooses three. Series A chooses one. Silent on the fifth — mark up deletes the nominee of Maleki. Have you discussed this? If they say the fifth is the CEO, then effectively Magnus has 4 seats. OK? Or did you expect a seed investor to select the fifth director? Or the fifth to be an independent or someone jointly selected by Magnus and Black ? 13. Board meetings: reduced from four to two semi-annual. OK? To finalize the docs and if you expect to sign tomorrow, I need the name and address of the Black entity that will fund the loan. Disbursement of loan will be 3 Biz Days after signing — so funding will be due Wednesday Feb 24. Let me know if you would like to discuss. 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 <http://www.paulweiss.com> Sent: Thursday, February 18, 2016 5:44 PM To: Chan, Yvonne 2 EFTA_R1_01390786 EFTA02378622
Cc: Keith Fox »; Magnus Resch Anastasiya Siro >; Deckelbaum, Ariel J Su ject: Re: Term S eet an Loan Agreement Dear all, please find attached the revised version of both loan agreement and term sheet. While I accepted almost all of the edits, I unfortunately 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, 0.25 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 shares On Thu Feb 18 2016 at 9:52 PM Chan Yvonne < > wrote: All Attached are revised drafts of the loan 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 questions. 3 EFTA_R1_01390787 EFTA02378623




