EFTA00602656.pdf

OPTION A WorldVu Limited Summary ofProposed Termsfor Share Sale and Wyler Employment May 10, 2014 I. Transaction Structure Seller: 1110 Ventures Limited 101 Convention Center Drive, Suite 700 Las Vegas, NV 89109 Target: WorldVu Satellites Limited 13 Castle Street St Helier Jersey JE4 5UT Percent of Total Shares to be sold: 85% Form of Transaction: Cash or Google Shares (Type of shares TBD) Purchase Price: $500,000,000 1110 Ventures Gross Rights: ill 0Ventures shall receive a I% royalty from the gross sales of WorldVu Satellites Call/Put Options: Call After system activation Up to 5% of the shares Call 1/1/2020 Up to 5% of the shares Call 1/1/2025 Up to 5% of the shares Put Anytime Up to $500m of shares Put Anytime after system Up to $ lb of shares activation Put Anytime after 2025 Remainder Valuation Method: Company valuation by one banker for each party. If neither party agrees, or the bankers are >15% apart. then Dividends: Company shall issue dividends when reasonable and requested by other party. Restrictions on Transfer: Shares may not be transferred to other parties without all shareholders approval. II. Employment of Gregory Wyler Position: CEO of WorldVu Satellites Ltd, reporting to the BOD Compensation: TBD by the board, but no less than current compensation EFTA00602656 III. Governance Board of Directors: Voting: 3 from Google 1 from 1110 Ventures Non-Voting: 3 independent Operations: Independent with synergy Hiring: Its own ladder Accounting Structure: WorldVu Satellites Ltd. EFTA00602657  OPTION B WorldVu Limited Summary of Proposed Terms for Sale of Shares May 10, 2014 I. Transaction Structure Issuer: WorldVu Satellites Limited 13 Castle Street St Helier Jersey JE4 5UT Founder: 1110 Ventures Limited (Greg Wyler) Form of Investment: Series B Shares Amount of Investment: TBD Total Investment: $1 - $2b (with possible debt/country sales) Fully Funded Capital Table: Shareholder Percent Shares Investment I I 110Ventures 25% Series A Founder (including employees) _ Google Inc. ?% Series B Other A ?% Other B ?% Other C ?% Investor Requirements: Funding will be limited to friendly investors with strong mission alignment. Goal: To have a friendly investor base focused on LONG TERM mission and value creation. Series A Share: Series A shares will have super-voting rights Follow on funding Options: Sale of country rights (I.E. time based market exclusivity) Debt Issue Public Offering Google Strategic: Google shall have strategic opportunity and partnerhips such as: 1) Using Google Sign On 2) Co-Location of Google Content at Gateways 3) ROFR on new share sales to limit investor base 4) Google zero (free access to other than YouTube) in certain countries? Other rights TBD in a follow on term sheet. EFTA00602658