EFTA02683587.pdf

/VC EXPERTS The "Company Intelligence Report" by VC Experts is aimed at providing specific deal terms and estimated post-money valuations for the venture-backed company. Included in the report are national, regional, and industry averages, company comparisons, investment rounds with deal terms, price per share, estimated fully diluted shares, and valuation trends. VC Experts has compiled this intense level of data from Federal and State regulatory filings as well as strategic partners to aid in better transparency of private company information. AliphCom AKA: Jawbone, the company develops noise cancellation technology that eliminates dynamic background noise. Known for its popular Bluetooth headsets, they are the creator of an award-winning line of intelligent Bluetooth headsets (Jawbone ERA & ICON), the inventor of NoiseAssassin technology, the world's first and only military-grade noise-eliminating technology, of JAMBOX, the first intelligent wireless speaker and speakerphone, as well as THOUGHTS, a free mobile service that allows users to utilize their voice in a new way. • Address: 99 Rhode Island Street, 3rd Floor, San Francisco, CA, 94103 • Geographic Region: Silicon Valley • industry: Consumer Products and Services, Electronics / Instrumentation, Telecommunications • sic Codes: 3679 - Electronic Components • NAICS codes: 334419 - Other Electronic Component Manufacturing • Legal Counsel: Cooley LLP • Company Webslte: FIUD:HWViW.jaWbOne.COM/ Key Management Investors Similar Companies • Luna, Michael - CTO • J.P. Morgan Chase & Co. • Horowitz, Benjamin - DifeCtOr • Undisclosed Firm • Weiden, David - ()troth,* • Mayfield Fund • Asseily, Alexander - Director • Khosla Ventures LLC • Botha, Roelof - ()verity • Kleiner Perkins Caufleld & Byers LLC • Mayer, Marissa - ()two: • Sequoia Capital • Williams, Michael - °rector. rawat:N a st•attgy • Andreessen Horowitz LLC • Youssef. Rachad 0,rector. Proctucl Management • Thomer Ventures • Rahman, Hosain - Fcvtaer. CEO °lector • Undisclosed Venture Firm • Mount, Melinda . Premiere • Drysdale, Richard - SVP • Tchakarov, Marin - vP & Head a F.nanco • Bogard, Travis - vP Prelim management & Strategy • Robison, Jeremiah - VP. Software EFTA_R1_02001399 EFTA02683587  /VC EXPERTS Investment Data Date Amount Valuation Est. Fully Diluted Shares Preferred Price Per Share 04/14/2014 $11.27 Preferred Price Per Share: $11.27 Participating Preferred Cap: Round: Senes E or greater Anti-Dilution: Weighted Average Direction: Up Round Redemption: No Liquidation Preference: Senior Cumulative Dividends: Yes Liquidation Multiple: 0 - lx Dividend Rate: 10 Stock Type: Conventional Convertible Reorganization: No Capped Participation: No Pay to Play: No Pay to Play Penalties: - Date Amount Valuation Est. Fully Diluted Shares Preferred Price Per Share 09/12/2013 $63.99 51,817,000.701 252.672.487 $7.19 Preferred Price Per Share: $7.19 Participating Preferred Cap: Round: Series E or greater Anti-Dilution: Weighted Average Direction: Flat Round Redemption: No Liquidation Preference: Senior Cumulative Dividends: No Liquidation Multiple: 0 - lx Dividend Rate: 8 Stock Type: Conventional Convertible Reorganization: No Capped Participation: No Pay to Play: No Pay to Play Penalties: • Date Amount Valuation Eat. Fully Diluted Shares Preferred Price Per Share 03/09/2012 $24.32 Date Amount Valuation Est. Fully Diluted Shares Preferred Price Per Share 07/13/2011 $40.00 51,443,778.864 200.772,182 $7.19 Preferred Price Per Share: $7.19 Participating Preferred Cap: - Round: Series E or greater Anti-Dilution: Weighted Average Direction: Up Round Redemption: No Liquidation Preference: Pari Passu Cumulative Dividends: No Liquidation Multiple: 0 - lx Dividend Rate: 8 Stock Type: Conventional Convertible Reorganization: No Capped Participation: No Pay to Play: No Pay to Play Penalties: - EFTA_R1_02001400 EFTA02683588 Date Amount Valuation Est. Fully Diluted Shams Preferred Price Per Share 03/16/2011 S29.00 $731,416.169 186.300.604 $3.93 Preferred Price Per Share: $3.93 Participating Preferred Cap: - Round: Series E or greater Anti-Dilution: Weighted Average Direction: Up Round Redemption: No Liquidation Preference: Senior Cumulative Dividends: No Liquidation Multiple: >1 - 2x Dividend Rate: 8 Stock Type: Conventional Convertible Reorganization: No Capped Participation: No Pay to Play: No Pay to Play Penalties: - Date Amount Valuation Est. Fully Diluted Shares Preferred Price Per Share 01/06/2008 $30.00 $197.102,074 145,796.341 51.35 Preferred Price Per Share: $1.35 Participating Preferred Cap: - Round: Series E or greater Anti-Dilution: Weighted Average Direction: Up Round Redemption: No Liquidation Preference: Senior Cumulative Dividends: No Liquidation Multiple: 0 - lx Dividend Rate: 8 Stock Typo: Conventional Convertible Reorganization: No Capped Participation: No Pay to Play: No Pay to Play Penalties: - Date Amount Valuation Est. Fully Diluted Shares Preferred Price Per Share 11/08/2007 $2.00 $21,268,788 119,68%294 $0.18 Preferred Price Per Share: $0.18 Participating Preferred Cap: 3 Round: Series D Anti-Dilution: Weighted Average Direction: Down Round Redemption: Yes Liquidation Preference: Senior Cumulative Dividends: No Liquidation Multiple: 0 - lx Dividend Rate: 8 Stock Type: Participating Preferred Reorganization: No Capped Participation: Yes Pay to Play: No Pay to Play Penalties: - Date Amount Valuation Est. Fully Diluted Shares Preferred Price Per Share 07/18/2007 $4.00 $14.340.063 80.698.162 $0.18 Preferred Price Per Share: $0.18 Participating Preferred Cap: 3 Round: Series Anti-Dilution: Weighted Average Direction: Down Round Redemption: Yes Liquidation Preference: Senior Cumulative Dividends: No Liquidation Multiple: 0 - Ix Dividend Rate: 8 EFTA_R1_02001401 EFTA02683589 Stock Type: Participating Preferred Reorganization: No Capped Participation: Yes Pay to Play: No Pay to Play Penalties: - Data Amount Valuation Est. Fully Diluted Shares Preferred Price Per Share 04/24/2003 55.00 Date Amount Valuation Est. Fully Diluted Shams Preferred Price Per Share 04/30/2001 51.00 EFTA_R1_02001402 EFTA02683590  /VC EXPERTS Fair Market Value per Common Share Ong Date Shares Price per Share 09/20/2013 12.000.000 51.07 04/01/2011 2,016.000 50.54 08/18/2010 5.800.000 50.36 10/16/2007 44,263.800 50.03 03/09/2006 8.117.180 50.01 EFTA_R1_02001403 EFTA02683591  /VC EXPERTS Price Per Share With Valuation Valuation Preferred PPS Common PPS 1.82 Billion $11.27 1.64 Billion $10.14 1.45 Billion $9.01 1.27 Billion $7.89 • ■ c 1.09 Billion $6.76 76 909 Million $5.63 cO Q. a_ 727 Million $4.51 545 Million $3.38 363 Million $2.25 182 Million $1.13 $0.00 05/20/2013 - 06/25/2012 - 01/31/2007 - r 12/26/2007 O CO O EFTA_R1_02001404 EFTA02683592  /VC EXPERTS Valuation Preferred PPS Common PPS Valuation Date PPS Oa 07/18/2007 $14,340063.00 07/1812007 $0.18 03/09/2006 50.01 11/08/2007 $21268/88.00 11/08/2007 50.18 10/16/2007 50.03 01/06/2008 5197.102.074.00 01/06/2008 $1.35 08/18/2010 50.36 03/16/2011 5731,416,169.00 03/16/2011 $3.93 04/01/2011 50.54 07/13/2011 51,443,778,864.00 07/13/2011 $7.19 09/20/2013 $1.07 09/12/2013 51.817.000.701.00 09/122013 $7.19 04/14/2014 a $11.27 EFTA_R1_02001405 EFTA02683593  /VC EXPERTS Flings Filing Filing Date Certificates of Incorporation 02/18/2014 Certificates of Incorporation 07/08/2013 Certificates of Incorporation 12/05/2011 Certificates of Incorporation 06/08/2011 Certificates of Incorporation 03/04/2011 Certificates of Incorporation 12/21/2007 Certificates of Incorporation 09/19/2007 Certificates of Incorporation 06127/2007 Employee Plan Exemption Notice 09/20/2013 Employee Plan Exemption Notice 04/01/2011 Employee Plan Exemption Notice 08/18/2010 Employee Plan Exemption Notice 10/16/2007 Employee Plan Exemption Notice 03/09/2006 Limited Offenng Exemption Notice 09/19/2013 Limited Offering Exemption Notice 06/25/2013 Limited Offering Exemption Notice 03/06/2009 Limited Offering Exemption Notice 03/13/2008 Limited Offering Exemption Notice 10/12/2007 Form D 09/12/2013 Form D 03/26/2012 Form D 03/12/2012 Form D 08/02/2011 Form D 03/25/2011 Regulation D 01/15/2008 Regulation D 01/07/2008 Regulation 0 11/14/2007 Regulation 0 07/24/2007 Regulation D 09/25/2006 Regulation 0 12106/2004 Regulation D 05/09/2003 Regulation D 06/06/2002 EFTA_R1_02001406 EFTA02683594  /VC EXPERTS What Do The Deal Terms Mean? Preferred Stock: A class of capital stock that may pay dividends at a specified rate and that has priority over common stock in the payment of dividends and the liquidation of assets. Many venture capital funds use preferred stock as their investment vehicle. This preferred stock is convertible into common stock. Dividends: The payments designated by the Board of Directors to be distributed among the shares outstanding. The type of share determines the amount. On preferred shares, it is generally a fixed amount. With common shares, the dividend can be omitted if the Directors decide to invest the money in a capital expenditure or if the business is slumping. If the dividend is paid, the amount varies depending on the amount of cash on hand. There are several types of dividends: Cumulative—Missed dividend payments that continue to accrue. Non-cumulative—Missed dividend payments that do not accrue. Liquidation Preference/Multiple: The amount per share that a holder of a given series of Preferred Stock will receive prior to distribution of amounts to holders of other series of Preferred Stock or Common Stock. This is usually designated as a multiple of the Issue Price. for example 2X or 3X, and there may be multiple layers of Liquidation Preferences as different groups of investors buy shares in different series. For example, holders of Series B Preferred Stock may be entitled to receive 3X their Issue Price. and then if any money is left. holders of Series A Preferred Stock may be entitled to receive 2X their Issue Price and then holders of Common Stock receive whatever is left. The trigger for the payment of the Liquidation Preference is typically a sale or liquidation of the company, such as a merger or sale of assets. Conventional Convertible Preferred Stock: A type of preferred stock that can also be referred to as Non-Participating Preferred Stock. This preferred stock typically receives a liquidation preference prior to the common stock, and does not participate on an as if converted basis with common stock in any remaining proceeds of a defined liquidation event. Upon such a liquidation event. holders of Conventional Convertible Preferred Stock must choose whether to receive their liquidation preference or convert their shares to Common Stock in order to participate in the pro rata distribution of assets. Participating Preferred Stock: A preferred stock entitles the owner to receive a predetermined sum of cash (usually the original investment plus accrued dividends). and also allows its holders to participate on an as-if-converted-basis with the common stock holders in any remaining proceeds of a defined liquidation event. The Nattier need not elect to convert or receive the liquidation preferred. hence the name double dip. The right, however, to double dip may be capped at. say, the recoup of sale proceeds no greater than 2X. or two times the liquidation preference; to make more, the holder must convert. Anti Dilution Protection: Contractual measures that allow investors in convertible preferred shares an automatic reduction in the conversion price, meaning more common shares on conversion, if a subsequent round is a down round, thereby mitigating down round dilution. Full Ratchet Anti Dilution: The sale of a single share at a price less than the favored investors paid reduces the conversion price of the favored investors' convertible preferred stock to the penny, for example, from $1.00 to 50 cents, regardless of the number of lower priced shares sold. Weighted Average Anti Dilution: The investor's conversion price is reduced, and thus the number of common shares received on conversion increased, in the case of a down round: it takes into account both: (a) the reduced price and. (b) how many shares (or rights) are issued in the dilutive financing. Learn more about Weighted Average Anti Dilution Payto-Play Provisions: A Pay to Play provision is a requirement for an existing investor to participate in a subsequent investment round, especially a Down Round. Where Pay to Play provisions exist, an investors failure to purchase its pro-rata portion of a subsequent investment round will result in conversion of that investors Preferred Stock into Common Stock or another less valuable series of Preferred Stock. Redeemable Preferred Stock: Redeemable preferred stock, also known as exploding preferred, is redeemable at its cost plus accrued dividends. at the holder's option after (typically) five years. which in turn gives the holders (potentially converting to creditors) leverage to induce the company to arrange a liquidity event. The threat of creditor status can move the founders off the dime if a liquidity event is not occurring with sufficient rapidity. Post-Money Valuation: The valuation of a company immediately after the most recent round of financing. For example. a venture capitalist may invest S3.5 million in a company valued at $2 million pre-money (before the investment was made). As a result, the startup will have a post-money valuation of $5.5 million. View more private company financing terms in VC Experts Glossary. EFTA_R1_02001407 EFTA02683595 VC Experts.com, Inc. Disclaimer: The information contained herein is from sources deemed reliable; it does not, however, purport to constitute investment advice nor does VC Experts represent that it contains all information concerning the identified Company deemed necessary or appropriate for investment decisions. VC Experts is neither a broker/dealer nor investment adviser and has no financial interest in the Company analyzed nor in the sale or purchase of any of its securities. The information and data are for reference purposes only and no implied or expressed warranties or assurances as to its accuracy or completeness are furnished by VC Experts. Estimates of valuation are, as indicated, estimates based on such information as we found available, the completeness or which is neither represented or guaranteed: users for any purpose are cautioned and required to undertake and perform their own investigations and due diligence. To the extent that the information incorporates content from specified sources of financial information, VC Experts disclaims any responsibility for the accuracy or completeness of such content. About VC Experts : VC Experts provides powerful data on the financing of private companies. along with industry•leading content on fundraising. We conduct exhaustive analyses of all state and federal regulatory filings by private companies. Information gathered by VC Experts includes valuations. share prices, terms and conditions, board members, and behind the scenes details for improved deal context. We maintain an online library of 6.000 articles and more than 300 downloadable forms commonly used to construct private equity investment agreements. VC Experts has become an indispensable resource for entrepreneurs, investors. lawyers, and various services provides in the venture capital and private equity industries. EFTA_R1_02001408 EFTA02683596