EFTA00942703.pdf

From: Jeffrey Epstein <jeevacation@grnail.com> To: Ian Osborne Subject: Fwd: Jawbone/Mort Date: Thu, 06 Sep 2012 10:52:04 +0000 Ill review all in detail , when i land tonight , in ny for the next week, you? Forwarded messa e From: Darren Indyke Date: Wed, Sep 5, 2012 at 8:17 PM Subject: Fwd: Jawbone/Mort To: Jeffrey Epstein <jeevacation@gmail.com> Sent from my iPhone Begin forwarded message: From: "Jacoby, Craig" < Date: September 5, 2012 7:27:21 PM EDT To: "Darren Indyke" Cc: "Hosain Rahman" "Ian Osborne" < >, "Jacoby, Craig" Subject: Jawbone/Mort Hi Darren, Just checking back in on the Jawbone investment. Thanks for sending across your comments. If possible, we would like to avoid a situation where we recirculate the investment agreements in place with Jawbone's other investors, and our hope is that we can accommodate as many of your comments as possible short of taking that step. We think that the best way to address your comments would be to have Jawbone enter into a new purchase agreement covering both the preferred and the common stock being sold to Mort. Jawbone would make its representations and warranties anew upon the closing of the purchase agreement, so Mort would not be relying on the reps made back in June 2011, nor on the schedule of exceptions prepared in connection with the initial closing. The new purchase agreement would have the same closing conditions that applied to the initial closing of the JP Morgan investment. Given the affiliation between Mort, Hedosophia and Apoletto and their collective investment in preferred and common stock, we also want to propose that Mort (along with the other two parties) be treated as a "Major Investor" under the Investor Rights Agreement so long as their collective holdings of preferred and common stock remains at least equal to 2,000,000 shares. We intend to do this with a side letter that would not require the signature of the other parties to those documents. You have already seen the draft amendment that would expand the definition of "Registrable Securities" in the investor rights agreement to include the EFTA00942703 common stock being purchased by Mort, and we do anticipate that our principal investors will quickly sign that document once we circulate it. You had indicated a desire to have JP Morgan approve the sale of Series 5 Preferred outside of the existing purchase agreement. As I indicated to you on the phone, we do not think that this is necessary, but we are willing to obtain from them an acknowledgement to that effect prior to the closing of Mort's investment. We do believe, however, that various of your other requests for change in the investor documents would require a broader amendment and restatement of the applicable documents, and some of them concern business points that were the subject of specific negotiation with JP Morgan and others of our investors in prior rounds. These points include your comments to the drag along rights, the registration rights, the information rights and the venue provisions. We would like those terms to remain as we had negotiated them with JP Morgan. If you are comfortable with the approach outlined in this email, we can get you draft documents, including a draft updated Schedule of Exceptions, tomorrow for your review and approval. Please let me know. Best regards, Craig D. Jacoby Cooley LLP 101 California Street 5th Floor San Francisco, CA 94111-5800 E-mail: Direct: Fax: Bio Practice @cjacoby LinkedIn This email message is for the sole use of the intended recipient(s) and may contain confidential and privileged information. My unauthorized review. use. disclosure or distribution is prohibited. If you are not the intended recipient. please contact the sender by reply email and destroy all copies of the original message. If you are the intended recipient. please be advised that the content of this message is subject to access. review and disclosure by the sender's Email System Administrator. IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS. we inform you that any U.S. federal tax advice contained in this communication (including any attachment) is not intended or written by us to be used. and cannot be used. 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