EFTA01171167.pdf

JAWBONE INVESTMENT ANALYSIS EFTA01171167 PARTICIPATION SCENARIO OVERVIEW Creation of a new Series 8 Preferred 1.5x liquidation preference - Senior to all other Series except the Convertible Notes - Series 8 purchase price same as Convertible Notes conversion price - For every dollar invested in Series 8, investors that invest at least their Minimum Amount can move a portion of their liquidation preference up in the stack, beginning with the oldest Preferred Series first - An investor's Minimum Amount is 12.39% of its existing liquidation preference - Amount of liquidation preference available to be moved up is based on a fixed ratio for all investors - Participating investors will surrender prior preferred with a liquidation preference equal to 6.0x their dollars invested in Series 8 and receive Series 8 with a liquidation preference equal to 9.0x their dollars invested - 1.5x in exchange for cash and 7.5x in exchange for prior preferred - If an investor's prior liquidation preference is less than 6.0x its investment in Series 8, it surrenders all of its existing preferred and still receives the full amount of Series 8 - Investor can defer decision whether to exchange prior preferred for Series 8 until liquidity event (up to 10 years) - Series 8 will be sold in a two-stage financing - Initial $40M sale was completed on 7/24/15 - As required by IRA, other Major Investors are now being given 20 days to participate in the deal EFTA01171168  JAWBONE INVESTMENT OVERVIEW Investment Required for Full Exchange to Series 8 Amount Invested in Exchange Current Liquidation Amount Moved to Additional Liq Pref / S Liquidation Resulting Liquidation Change in Investor Series8 Ratio Preference Series8 Invested Preference Increase Preference Sha re count Mor. S833.333 6.Ox 55.000.000 $5.OCO.C00 3.0x 52.500.0.00 $7.500.000 2'.9.729 Investment Required for Full Coverage of Paid in Capital Amount Invested in Exchange Current Liquidation Amount Moved to Additional Liq Prat 1$ Liquidation Resulting Liquidation Change in Investor Series8 Ratio Preference Series8 Invested Preference Increase Preference Sharecount Mort SI .250.000 6.0x $5.003.000 $7.500.000 5 Ox $6,250.000 L__j11 r250,000 677.244 Note: Liquidation preference is exchanged on 1:1 basis, however, shares are exchanged based on the Series 8 price per share of $5.46 / share (or $8.20 / share to reflect 1.5x liquidation preference). Therefore, a participating investor with a liquidation preference(s) per share below $8.20 choosing to exchange their prior Preferred for Series 8 will have their outstanding share ownership decrease. Such an investor could wait to decide whether to exchange their shares until a liquidity event (up to 10 years). A participating investor with a liquidation preference(s) per share above $8.20 will increase their share ownership upon exchanging their prior Preferred for Series 8, and could choose to make that exchange immediately. Current Shares Outstanding: 368.8M (including Convertible Notes & $40M investment, on an as-converted bases) Note: Sharecounts shown on a non-converted basis unless otherwise noted (1) If an investor's pnbr liquidation preference is less than 6.0x its investment in Series 8 it surrenders all of its existing preferred and still receives the full amount of Series 8 EFTA01171169