EFTA00642177.pdf

From: Ian Osborne To: Jeffrey Epstein <[email protected]> Subject: Re: Jawbone/Mort Date: Fri, 07 Sep 2012 02:40:14 +0000 What else are you interested in? Peter is best for currency; maybe Reid Hoffman (fatty at LinkedIn) or Dave Morin (Path) or Drew Houston (Dropbox). I do believe China offers the best opportunities for Sinofsky. Problem is after Windows, pretty much everything else in the US is a step down. No-one else is building an OS. Alibaba or Xiaomi in China are. But if he wants to stay in the US, then probably the best options are Facebook (who may one day do their own OS), Palantir (Peter Thiel's), Yahoo (where Marissa is aggressively seeking out senior talent). Then of course, there is Apple and Google - but I assume he doesn't want to be a traitor to Microsoft? On 7 Sep 2012, at 03:20, Jeffrey Epstein wrote: yes, who else , ? im meeting with sinofsky, i think he wants to do different things . chinese may be difficult becuase of us secuirty cleraence On Thu, Sep 6, 2012 at 10:00 PM, Ian Osborne < > wrote: Are you back now in NY? I'm in London but staying up to watch the Obama speech. Hosain's really keen to close this out by Monday.... It would help me a lot if we can finish this for once and for all. I'm in Munich Saturday, then St. Petersburg and Moscow with Eike Sunday-Tuesday (we've got some terrific meetings lined up), London Wednesday-Thursday (including Mubadala board meeting Wed.) and then heading to SF next Friday 14th.... you will arrive on the 16th? Shall we do Peter Thiel for drinks then? Best wishes, Ian On 6 Sep 2012, at 11:52, Jeffrey Epstein wrote: Ill review all in detail , when i land tonight , in ny for the next week, you? Forwarded messa e From: Darren Indyke Date: Wed, Sep 5, 2012 at 8:17 PM Subject: Fwd: Jawbone/Mort To: Jeffrey Epstein Sent from my iPhone EFTA00642177 Begin forwarded message: From: "Jacoby, Craig" Date: September 5, 2012 7:27:21 PM EDT To: "Darren Indyke" Cc: "Hosain Rahman "Ian Osborne" < >, "Jacoby, Craig" Subject: Jawbone/Mort Hi Darren, Just checking back in on the Jawbone investment. Thanks for sending across your comments. If possible, we would like to avoid a situation where we recirculate the investment agreements in place with Jawbone's other investors, and our hope is that we can accommodate as many of your comments as possible short of taking that step. We think that the best way to address your comments would be to have Jawbone enter into a new purchase agreement covering both the preferred and the common stock being sold to Mort. Jawbone would make its representations and warranties anew upon the closing of the purchase agreement, so Mort would not be relying on the reps made back in June 2011, nor on the schedule of exceptions prepared in connection with the initial closing. The new purchase agreement would have the same closing conditions that applied to the initial closing of the JP Morgan investment. Given the affiliation between Mort, Hedosophia and Apoletto and their collective investment in preferred and common stock, we also want to propose that Mort (along with the other two parties) be treated as a "Major Investor" under the Investor Rights Agreement so long as their collective holdings of preferred and common stock remains at least equal to 2,000,000 shares. We intend to do this with a side letter that would not require the signature of the other parties to those documents. You have already seen the draft amendment that would expand the definition of "Registrable Securities" in the investor rights agreement to include the common stock being purchased by Mort, and we do anticipate that our principal investors will quickly sign that document once we circulate it. You had indicated a desire to have JP Morgan approve the sale of Series 5 Preferred outside of the existing purchase agreement. As I indicated to you on the phone, we do not think that this is necessary, but we are willing to obtain from them an acknowledgement to that effect prior to the closing of Mort's investment. We do believe, however, that various of your other requests for change in the investor documents would require a broader amendment and restatement of the applicable documents, and some of them concern business points that were the subject of specific negotiation with JP Morgan and others of our investors in prior rounds. These points include your comments to the drag along rights, the registration rights, the information rights and the venue provisions. We would like those terms to remain as we had negotiated them with JP Morgan. If you are comfortable with the approach outlined in this email, we can get you draft documents, including a draft updated Schedule of Exceptions, tomorrow for your review and approval. Please let me know. EFTA00642178  Best regards, Craig D. Jacoby Cooley LLP 101 California Street 5th Floor San Francisco, CA 94111-5800 E-mail: Direct Bio Practice ©cjacoby LinkedIn This email message is for the sole use of the intended recipient(s) and may contain confidential and privileged information. My unauthorized review. use. disclosure or distribution is prohibited. If you are not the intended recipient. please contact the sender by reply email and destroy all copies of the original message. If you are the intended recipient. please be advised that the content of this message is subject to access. review and disclosure by the sendees Email System Administrator. IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS. we inform you that any U.S. federal tax advice contained in this communication (including any attachment) is not intended or written by us to be used, and cannot be used. (i) by any taxpayer for the purpose of avoiding tax penalties under the Internal Revenue Code or (ii) for promoting, marketing or recommending to another party any transaction or matter addressed herein. 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 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 [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved *********************************************************** 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 Jeffrey Epstein Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited EFTA00642179 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 [email protected], and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA00642180