From: To: "Jeffrey Epstein" <[email protected]> Subject: Fw: Proposed SC investment framework - revised Date: Sat, 04 May 2013 17:42:34 +0000 Importance: Normal Please advise Thanks Original Message From: Ramesh Venkataraman To: David Stem Subject: Proposed SC investment framework - revised Sent: 4 May 2013 18:09 David, Good to see you yesterday! Following our discussions on April 19, I have modified the proposed structure for the situation where a liquidity event happens after the next capital raising round or the 18 month anniversary of the date of the SC investment (the structure for a liquidity event happening sooner remains the same as in the email below). Let me know if this revised proposal is more in line with your thinking: Exit EV 'waterfall' Samena % of exit proceeds $m 0 to 50 50% 50 to 100 30% 100 to 500 10% 500 to $1b 5% Above Sib 3% What this means is as follows: if the EV at exit is at or below $50 mn, then Samena's returns are the same as the previous proposal. This, if EV is $50 mn, we will get 50% of the amount over that owed to Informa. If the Informa loan note principal + accrued interest repayment obligation is $24 mn, then Samena gets $13 mn and the other common equity holders get $13 mn. If the EV at exit is $80 mn, then SC gets $21 mn whereas in the previous proposal we would have got $38 mn. If EV at exit is $120 mn, then SC gets $30 mn, whereas in the previous proposal we would have got $42 mn If the exit is at a blockbuster EV of $500M, SC gets $68 mn vs $118M previously In addition, I wanted to confirm our institutional (and my personal) commitment to assisting you and AG in the next round of capital raising (while, of course, in no way implying any financial commitment from Samena to participate). Amongst other things, this will include help on capital raising strategy, IM and investor presentation EFTA00642400