EFTA01842514.pdf

Draft 07 02.2012 CMHOHBG INVESTMENT LETTER To. Hedosophia Alpha Limited Roseneath, The Grange. St Peter Port, Guernsey We (the -Investor) agree to transfer to Hedosophia Alpha Limited (the *Company') the amount set out below for investment on the following terms: Investment amount: The Investor will transfer to the Company US$(.J million in immediately available cleared funds. on the date of signature of this document, into the bank account of the Company with ABN Amro (Guernsey) Limited of Martello Court. Admiral Park. St Peter Port, Guernsey, GY1 3CLI. as notified to the Investor. We anticipate the Company will enter into investment letters with up to (five) other investors (investors') over the next 30 days such that the Company will have funds for investment of between US550 and 80 million. Investment proposition: The Company will seek to invest its funds in holding the equity securities of privately-held consumer Internet companies (investments') as determined by the board of the Company. It is intended that the funds will have been fully invested within six months. To the extent any funds (including all interest earned on funds prior to making the Investments aid on any uninvested funds) have not been invested by 31 December 2012 (the 'final investment date'), they will be repaid promptly to Investors in proportion to the amounts they transferred to the Company (-investment proportions'). No gambling or alcohol related investments may be made by the Company. Return on Investments: Until the full investment amount transferred to the Company by the Investor and other Investors has been repaid (pad passu as between all such Investors), all distributions and sales proceeds from Investments (net of all costs directly associated with making or realising investments, including any taxes, duties and similar charges ('transaction costs')) will be applied in repayment to all Investors in their investment proportions promptly upon receipt by the Company in respect of each Investment. Thereafter 70 per cent. of all distributions and sales proceeds from Investments (net of transaction costs) will be paid to all Investors in their investment proportions promptly upon receipt by the Company in respect of each Investment, and the remaining 30 per cent will be retained by the Company. If, on 28 February 2017 (the -temunaticn date'), the Company holds any Investment ('Remaining Investment', which shall include the securities comprising that Investment and any cash realised from Investment(s) net). the Remaining Investment will be transferred to all Investors (net of transaction costs) in their investment proportions on the following basis: (1) to the extent applicable on the termination date. the Remaining Investment will be so transferred to all Investors until the full investment amounts originally transferred by them have been repaid; (2) thereafter, 70 per cent. of any balance of the Remaining Investment will be so transferred to all Investors, and 30 per cent. will be retained by the Company; and (3) for these purposes. the Company will determine the value of the Remaining Investment using: (i) the price of the most recent issue of new securities or sale of existing securities subsequent to, and comprising, that Investment which was in respect of no less than 0.5 per cent. of the Issued equity securities of the company concerned (being, for each Investment. Its -valuation'); or (ii) in the event that an Investment did not have a valuation, the price of the most recent issue of new securities or sale of existing securities comprising that Investment. In the event that both of the Directors (as defined below): either (1) die or become immediately and permanently incapacitated so severely that it is impossible for either of them to act as a director of the Company: or (2) are certified by a registered medical practitioner treating that Director who gives a written opinion stating that such Director has become physically or mentally incapable of acting as a director of the Company and may remain so for more than three months, then the provisions of the previous paragraph shall apply. In this case, the termination date shall be: either. in the case of (1). the date of the death or permanent incapacity of the second Director: and. in the case of (2), the date of the medical certificate relating to the second Director. Should the termination date occur before the final investment date, the provisions above relating to return of uninvested funds shall also apply. The articles of association of the Company have been amended to Include a provision that, on the death or incapacity of both Directors as described above, the Company's administrator (currently the Trust Corporation of the Channel Islands) will automatically have indNidual(s) appointed as directors to implement the provisions of this letter including transferring any Investments. 222756:10078 CO 51077441 23 Ckgri 070212 1900 EFTA_R1_00229417 EFTA01842514  2 Restrictions on Investments by Directors: The Company will be owned and managed by Ian Osborne and Jacob Burda (the 'Directors") as a 50/50 joint venture company. Until the funds of the Company have been fully invested (or. if later. the final investment date). neither of the Directors, nor any entity with which he is connected, shall make any Investment except through the Company. This restncbcn shall not apply to: (1) any passive investments the Directors make in other third party managed funds investing in the Internet sector: or (2) any share- based remuneration received for advisory or consultancy services given by any entity with which any Director is connected (together 'Exempt Investments"). The Directors shall notify the Investors of the names of any Exempt Investments. and also if any such advisory or consultancy services are provided to companies comprising Investments. No fees/expenses: No funds provided by any Investor will be used to meet any expenses of the Company, other than transaction costs. These expenses will be met through funds provided to the Company by its shareholders. No management or other investment advisory fee will be paid by the Company to any person. Reporting obligations: The Company will provide to the Investors: (1) annual audited accounts and reports with details of the Investments made and the financial position of the Company; and (2) quarterly letters giving information in respect of the Investments. including confirmation from the Company's accountants (currently Grant Thornton. Channel Islands) of the Investments held by the Company. Transfer terms: The transfer of the investment amount shall constitute the advance of a loan by the Investor to the Company. Interest shall accrue on this loan to the extent provided for under 'Investment proposition' above. This loan shall be unsecured and carry no voting rights or proprietary rights in the capital of the Company, and it shall only be repayable on the terms of this document if and to the extent that (1) the Company receives distributions and/or sale proceeds from Investments or. (2) after the termination date. the Company makes a repayment in kind through the transfer of securities comprising Investments. The Investor will not be entitled to demand repayment of the investment amount in any other circumstances and hereby agrees that it will not exercise any right to do so. The Investor undertakes not to transfer this loan to any person save to an entity which is either controlled by the same person(s): managed by the same person; or has the same beneficiaries, in each case, as the Investor. Law: This document is governed by and will be construed in accordance with the law of England. The courts of England are to have exclusive jurisdiction to settle any dispute arising out of or in connection with this document. From: Agreed: (Investor's lull name in block capitals) Hadosophis Alpha Limited By: Director By: Authorised signatory Address: Email: Dab: 2012 22275800076 CO 510774411 23 CON 070212 1900 EFTA_R1_00229418 EFTA01842515