DRAFT: 07.02.2012 CMHFDHBG JOINT VENTURE LETTER [.J February 2012 From: I.W.Osborne [ ] Limited of [ with registration number [ I To: Argosophia GmbH of Schackstrasse 1, 80539 Munich, Germany with registration number HRB 196266, each being a "Party and together being the "Parties" This letter sets out the arrangements between the Parties in the event of death or incapacity of either Ian Osborne or Jacob Burda (each being a "Director" and together being the "Directors') or a deadlock situation (as defined below) in respect of Hedosophia Alpha Limited (the "Company). 1. Death: In the event of the death of one of the Directors, each Party agrees that: (A) the voting interest, in respect of the ordinary shares in the Company ('ordinary shares") held by the party connected with the deceased Director (the "Deceased Director Party"), will be exercisable by or on behalf of the other Party and will not be exercisable by or on behalf of any other person, including, but not limited to, the estate of the Deceased Director Party; and (B) the ownership (including the economic interest) of the ordinary shares held by the Deceased Director Party will otherwise remain with the Deceased Director Party. 2. Incapacity: In the event of the incapacity of one of the Directors to carry out his responsibilities as a director of the Company. each Party agrees that: (A) the voting interest, in respect of the ordinary shares held by the party connected to the incapacitated Director (the "Incapacitated Director Party"), will be exercisable by or on behalf of the other Party and will not be exercisable by or on behalf of any other person; and (B) the ownership (including the economic interest) of the ordinary shares held by the Incapacitated Director Party will otherwise remain with such Incapacitated Director Party. Incapacity of a Director shall mean that Director being certified by a registered medical practitioner treating such Director who gives a written opi