To: [email protected][[email protected]]; Jeffrey [email protected]] From: David Stern Sent: Thur 4/18/2013 11:55:35 AM Subject: Fwd: Proposed SC investment framework - for discussion Please let me know your views. Thanks! Begin forwarded message: From: Ramesh Venkataraman < Subject: Proposed SC investment framework - for discussion Date: 13 April 2013 21:17:07 GMT+01:00 To. " > David, Hope your trip to China is going well. Apologies that it has taken me a week to follow up on our discussions. Have been swamped on a number of fronts including an unexpected (but hopefully positive) turn of events on Poseidon — will brief you on your return from China. Here is a proposed framework that I have developed for your review/comment. Let me have your thoughts either via email or, if you prefer, we can wait until your return to discuss in person. 1. Subject to confirmatory diligence (expected to take no more than 2-3 weeks) and final documentation, SC will invest $5 million in July 2013 or as soon as AG receives the first RMB 1 mn from Chengdu. As discussed, this $5 million amount will be the only funding commitment from SC to AG (and this should be documented and minuted by AG for the avoidance of doubt/misconception). However, as discussed, we are fully committed to assisting you/AG in future rounds of capital raising from other investors including tapping the Samena network. 2. Our instrument will be structured as preference shares (zero coupon) convertible into common equity upon a liquidity event (IPO, trade sale, partial divestment). 3. Our instrument will presumably rank behind the Informa $16 mn loan note from 2010 (payable in 2020 with a 10% roll up coupon) and only be payable after that loan note principal and accrued interest are paid out. We can refine our structure once we have access to the loan note dots and understand the draw down schedule and payment obligations. 4. The conversion ratio for our in