CONFIDENTIAL December , 2012 Mr. Larry Cohen, Manager Business Operations bgC3 LLC RE: Letter of Understanding Regarding New Investment Entity Dear Larry: This letter sets forth certain general understandings by and between bgC3 LLC ("bgC3") and Boris Nikolic ("BN"). BN has previously entered into an Employment Agreement with bgC3. This letter does is not intended to alter the terms of that Employment Agreement, including without limitation the "at will" and "confidentiality" provisions of the Employment Agreement. Company Formation The parties anticipate the formation of a corporation: bgC3 or an affiliate of bgC3 will form and provide all necessary funding for a separate corporation_rbgC4") that will be organized as a Washington corporation • The paKiec anticipate that bgC3 o a fli ate of bgC3 . .ill f sepanapany _ wholly owned and ultimately ec-controlled by William H. Gates III (the "Owner"), the sole purpose of which will be to evaluate, make, and manage investments in Opportunities (as hereinafter defined) in third-party entities as deemed appropriate by Owner in his sole discretion. • BN will be a director and executive officer of bgC4 for as long as the Call Option (as hereinafter defined) and the Put Option (as hereinafter defined) remain outstanding and unexercised, or, in the event the Call Option is exercised, for so long as BN owns shares of bgC4 common stockthe. • The total number of authorized shares of bgC4 common stock shall be . Immediately after bgC4 is incorporated, all of the authorized shares of common stock shall be issued to the Owner and no other shares of stock of bgC4 shall be authorized or issued by bgC4, and no warrants, options or other rights in respect of shares of stock of bgC4 shall be issued or granted by bgC4, without the unanimous consent of the directors, including BN. The Owner shall not transfer any shares of the common stock of bgC4 that have been issued to the Owner or grant any o