To: Rich Kahn From: Jeffrey Epstein Sent Wed 10/27/2010 4:22:47 PM Subject: Re: ask for it all On Wed, Oct 27, 2010 at 11:52 AM, Rich Kahn wrote: To me value of his company is the tax benefits of all prior year losses. Would purchase be a bankruptcy sale to clean out all equity and debt holders? If you would be buying company I would want: a) Copies of all promissory notes b) Copies of Series A,B,C financing c) Details of investment from Burda and National Geographic d) Last three years tax returns for all entities e) General Ledger for all entities for last 3 years Partnership or operating agreements for all entities g) Payroll records and tax returns filed h) Copy of their office lease i) Employment agreements / Adam compensation package j) Arrangement with factor k) How they plan on operating without a cash infusion as company is out of money I) Cash flow projections by month for each of 3 entities for 2011 & 2012 What concerns me is that if this company does not wipe out all debt and existing equity positions it will never make enough money to be of value to you. EFTA R1_00489603 EFTA01981140