EFTA02422780.pdf

To: Jeffrey Epsteinfieevacation©gmailcom] From: Adam Bly Sent Mon 8/30/2010 3:57:33 PM Subject terms what do you think? Company Seed Media Group LLC Investor Hirth 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 First priority Preference I:se 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) scat for Innovium, one (1) scat for Walnut, and one (I) scat 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 - Unanimous consent resolution from the Board ofDirectors approving Closing the transaction - Necessary shareholder approvals - Amendment of necessary corporate documents - Satisfactory completion of due diligence - Management's presentation of a I -year budget and business plan Closing Date September 15 EFTA_R1_01489562 EFTA02422780