EFTA00717147

From: To: Jeffrey <jeevacation@gmail.com> Subject: Fwd: Points for agreement today Date: Mon, 07 Apr 2014 14:47:28 +0000 Sent from my iPhone Begin forwarded message: From: G Sera Datil, 2014 at 9:30:36 AM EDT To: Subject: Points for agreement today Hi It's great that we will work together and I am sure we will create a super strong group at a fraction of the investments others did! I can only imagine what we can do with our combined forces! Here are the super-preliminary comments for the MOU that I wanted to discuss with you to kick off OPERATING POINTS 1-Financing up to 3M Euro, debt called on a monthly basis that accrues a 6% interest from when called to when reimbursed. You can calculate the 6% however Mr.JE prefers, but let's try to keep the interest rate low. I think we will not call the entire 3M, however as discussed I prefer to make the agreement for 3 and then if it's 2 or 2.5M we will all be happy 2-Mr.JE mentioned to have a distribution of 80% to debt repay and 20% to us until we have debt. I talked about this to Giancarlo, we prefer to have 100% that goes to debt until it's repaid in full. We don't like to live with debt (2morrow has none) and we will fight very hard to pay it back as soon as possible 3-Mr.JE mentioned to have a budget at the beginning of each year. We will for sure provide that, however we also have to maintain a little flexibility to take day to day decisions fast to make these companies grow 4-For the reason above, we need to maintain operating control of the day to day business. You can see everything and ask every question you think is important, but we will take 100 decisions per month to best support the growth. We will manage the company as if the money was 100% ours, this has proven very successful and this will prove again successful. This also means that we will welcome any help from JeanLuc and we will for sure ask for his support with scouting and we will provide our help on scouting for NY and Miami, but when we need to confirm a model for example we will proceed immediately. We don't want to become a new Women where they take 3 weeks to decide on a model, we need to take that decision in 3 hours 5-We should also put a clause to protect Mr.JE. If for any reason at any time he sees that we start spending money like crazy and without creating solid businesses, he should have the option to stop sending the money. This will create problems for us but at the same time I would request this clause if I were in him. We want him to always be 100% confident that we are very, very serious and careful with his money. In that case we should structure the deal so that he stops sending the money but will have to relinquish the share acquired that far. For example if after 6 months we have spent 400K and he decides to stop, he will have lost 400K but he will not be obliged to finance the remaining 2,6M. As mentioned in any case this clause will never be applied because we will have always a very careful and business oriented approach as you have seen 6-In terms of development, we will need to open Paris and London as always discussed. I believe we have a strong opportunity there and with MC2 in NY and Miami we will be able to complete within 2 years a very EFTA00717147 strong network STRUCTURES I-The lawyers are working to create a structure that is optimized fiscally as much as possible. For sure we will need a company in France and one in UK because they need to operate there and the law requires that, however we will also have a holding somewhere (probably Switzerland) 2-My input to the lawyers is to optimize taxation but I don't want to do any funny business 3-As per the Italian company for invoicing in France and UK, we don't have to create a new one. There will be a clear accounting and we will retrocede 100% of the profits coming from those operations to the holding. You will have all the data to control it as well. If instead you want for clarity sake have a separate entity in Italy, we can do it but it would add some extra structure cost that we can avoid NEXT STEPS I -We can meet in the week of 28th in Paris to sign a one page very simple M0U aligned with this email and the next ones we will discuss. 2-In the meantime the lawyers are working for the structures and my teams in Italy are starting to plan everything for a May start. They also have to put together a clear communication plan for all our partners 3-In May we should bless the first year basis and then we will need our teams to start working also in Paris and to start with the hirings the following weeks 4-Upon signature of the MOU, we should schedule a meeting where you can take possession of the 50%, probably in switzerland (the lawyers will tell us) and then we need to start putting a little bit of money in the company to make it functional I will call you in one hour so we can align on this and on any other points you might have Thx EFTA00717148