EFTA02710770.pdf

JAWBONE INVESTMENT ANALYSIS ,I3,2123359 EFTA02710770 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 EFTA_R1_02123360 EFTA02710771  JAWBONE LIQUIDATION PREFERENCE CURRENT $ Liquidation Preferera, Hold by Maj« Investor, (Curront) SERIES 10. SERIES to SERIES 1-C SERIES 2 SERIES 3 SERIES 4 SERIES 5 SERIES 6 SERIES 64. SERIES 64 SERIES 7 SERIES 8 CONVERTIBLE MV* likOf OutatandIng OutitandIng OutatandIng OutstandIng Outatandlng Outalanding Outdanding Outatandlna OuManding OutatandIng Outsta nano (NEW) NOTES TOTAL Total Nota** It) $1.000.000 11,751,997 $0.279.954 $9.494,572 50 $47,997.956 $162.499.926 $141.414.023 14.999.991 $47.339.989 $0 i $360.060.000 5270.000.000) $1,060.778.410 Total $63011 Cumulatly• LIquIdallon Prelaternas $1.000.000 $2.751.997 17,031,951 $10.520.523 $16,526,523 544.521450 $227,024,407 $360.438.431 $373,438,422 $420.770.410 $420,778,410 $780,728.410 $1,050,770.410 2.lan Total (Motas@ 3 Ox) $1,000.000 $1,761,987 $4,279.954 $90.90.572 $0 $47,997,956 $142.499.928 $141.414,023 64.996.991 $47,339,989 " r $36"" °3 $818'1"' M $1' 590' 778'410 ILL7_01 i cumulativ. 1.1ctuldabon Pralarenoo 11.003.000 *751,997 $2,031.851 $16.526.523 $10.520.523 $64.524.480 $227,024.407 $360.438.431 1373,430.422 6420.770.410 $420,778.410 $780.778.410 11.590.770.410 J Note: Expected $394 ,ovestment to be distnbuted oro rata based on corrent. pre-Senes 8 liowaabon preference 3.0x Jirruidation oreference on Convertible Notes expires oxe yes,' arter onsynei inxestment (on 04/28/2016) and becomes1.0x lipuidabon preference therea feer EFTA_R1_02123361 EFTA02710772  JAWBONE LIQUIDATION PREFERENCE $35M INVESTMENT & $5OM CONVERTIBLE NOTES 1 Liquidaban Prelennal Mal by Major Invadan (Pro Forma> SERIES 1-A SERIES 1-8 SERIES 1-C SERIES 2 SERIES 3 SERIES 4 SERIES 5 SERIES 6 SERIES 6-A SERIES 6-8 SERIES 7 SERIES 8 CONVERTIBLE Invada °uta.mine OubtanAng Ountandlne OutalandIng ~lancine OulabnclIng N/Mancille 0utsanong OutiandIng Oublan4Ing Oubla nene INEW) NOTES TOTAI. Total Nota*. 1.04) $652.500 11.358.619 $2.191.732 $2.054.479 $0 $12.508123 $98563.466 $68.959.384 $4.999.991 $10.192.118 SO r$47$.000.000 13m.000.00n $1.205.771.410 Total: S995M Cumulan Liquidaba Pralarenca $652.500 $2.011.119 $4.202.850 $4.257.329 $0.257.329 $18.763.452 $118.626.917 $187.588.301 $192.586.292 1210.778.410 1210.778.410 $885.778.410 $1.205.775.410 ..... ..P Total INota 41 3.0x> $652.500 $1.358.619 $2.191.732 $2.051.479 90 $12.506.123 $99.863.444 148.959.3.84 $4998991 $18192,118 10 r$675,000,0O3 $960000.000> $1.445.778.410 l Total: 51.63584 Cumulan UrnaatIon Paraca 1,951.500 12.011.119 $4.202.550 $6.257.329 $8257.329 110.763,452 $118,628917 1117.586.301 $192.586.292 $210.728.410 $210.776.410 $495.779.410 $1.µ5.770.410 ",••••"----- Note: Expected 5394 investment to be distributed oro rata t)aserf on turren!. ore-Series 8 liquidation preferente 3.0x liquidaban preferente on Convertible Notes expires one gear alter origine; investmenr Con 04/28/2016) and becomes 1.0x fiquidation preferente thereafter EFTA_R1_02123362 EFTA02710773  JAWBONE INVESTMENT OVERVIEW Investment Required for Full Coverage of Paid in Capital Amount Invested In Exchange Current LiguMallon Amount Moved to Additional Liq Pre/ $ Liquidation Resulting Liquidation Change In Investor Series 8 Ratio Preference Series 8 Invested Preference Increase Preference Sharecount Mort $1,250,000 6.0x $5,000,000 $7,500,000 5.0x 56,250.000 i $11,250.000 I 677,244 $2.OM Investment Amount Invested in Exchange Current Liquidation Amount Moved to Additional Llq Pref I $ Liquidation Resulting Liquidation Change in Investor Series 8 Ratio Preference Series 8 Invested Preference Increase Preference Sharecount Mat $2,000,000 6.0x $5,000,000 $12,000,000 6.5x $13,000,000 $16,000,000 1.500,772 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 lf an investor's prior liquidation preference is less than 60x its investment in Series 8 It surrenders all of Its existing preferredand still receives the full amount of Series 8 EFTA_R1_02123363 EFTA02710774