From: Jeffrey Epstein <jeevacation@grnail.com>
To: k>
Subject: Fwd: terms
Date: Mon, 06 Sep 2010 20:41:37 +0000
Forwarded message
From: Adam Bly
Date: Mon, Aug 30, 2010 at 11:57 AM
Subject: terms
To: Jeffrey Epstein <jeevacation@gmail.com>
what do you think?
Company Seed Media Group LLC
Investor Hirai Family LLC
Investment Amount $1,000,000
Security Secure Convertible Debenture (the "Debenture") convertible at the holder's
option into Senior Preferred shares representing 51% of the Company
Liquidation Preference First priority
Use or Proceeds Working capital
Board of Directors Concurrent with closing, the Company's Board of Directors shall be
restructured with five (5) seats, as follows: Two (2) seats for the Investor,
one (1) seat for Innovium, one (1) seat for Walnut, and one (I) seat for the
Founder
Conversion of Concurrent with closing, Walnut/Hauser shall convert its Series B
Shareholder Loans Extension Notes into Preferred shares and Innovium/Brookfield shall
convert its 2010 Bridge Loans into Preferred shares
Conditions of Closing - Unanimous consent resolution from the Board of Directors approving the
transaction
- Necessary shareholder approvals
- Amendment of necessary corporate documents
- Satisfactory completion of due diligence
- Management's presentation of a 1-year budget and business plan
Closing Date September 15
The information contained in this communication is
confidential, may be attorney-client privileged, may
constitute inside information, and is intended only for
the use of the addressee. It is the property of
EFTA00778998
Jeffrey Epstein
Unauthorized use, disclosure or copying of this
communication or any part thereof is strictly prohibited
and may be unlawful. If you have received this
communication in error, please notify us immediately by
return e-mail or by e-mail to jeevacation@gmail.com, and
destroy this communication and all copies thereof,
including all attachments.
EFTA00778999