EFTA01193297.pdf

JAWBONE INVESTMENT ANALYSIS EFTA01193297 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 EFTA01193298  JAWBONE LIQUIDATION PREFERENCE CURRENT 5 Liquidation Preference Held by Major Investors (CurreM) SERIES 1•A SERIES 1.8 SERIES 1.0 SERIES 2 SERIES 3 SERIES 0 SERIES S SERIES 6 SERIES &A SERIES 643 SERIES 7 SERIES 8 CONVERTIBLE Investor Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding (NEW) NOTES TOTAL 7 Total Nimes 68 1St) 51.000.000 $1.751.997 $4.279.954 19.494.672 50 547.997.956 5162.499.928 1141.414023 54.999.991 $47.339.989 50 sseo,000mo nero,owooaI si.osantaio I Total: $630M I Cumulative Liquidation Preference 51.000.000 62.761.997 57.031.951 $16.526.623 116.526.523 564.524.480 $227.024.407 5360.438431 5373.438.422 5420.778.410 5020.778.010 5780.778410 51.050.778.410 Total (Moles® 3.0t) 51.000.000 61.761.997 54279.950 69494.672 $0 547.997.956 5162499.928 $141414.023 $4.999991 $42339.909 SO 5360 000 OM $810.000.000 1 61.690.778.010 Total: $1,170M I Cumulative Liquidation Preference 51.000.000 52.761.997 $7.031.951 $16.626.623 116.526.523 564.524.480 $227.024.407 5368.438431 5373.436422 5420.778.410 $020.778.010 5780.778410 51.590.778.410 Note: Expected $3514 investment to be distributedpro rata based on current. pre-Series 8 liquidation preference 3.0x liquidation preference on Convertible Notes expires one year after original investment (on 04/28/2016) and becomes 10x liquidation preference thereafter EFTA01193299  JAWBONE LIQUIDATION PREFERENCE $35M INVESTMENT & $5OM CONVERTIBLE NOTES $ Liquidation Preference Held by Wafer Investors (Pro Forma) SERIES la SERIES 1.8 SERIES 1C SERIES 2 SERIES 3 SERIES 0 SERIES 8 SERIES 8 SERIES &A SERIES 843 SERIES 7 SERIES 8 CONVERTIBLE Investor Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding Outstanding (HEW) NOTES TOTAL r- 7 Total (Holes® Ll3c) $882.500 $1.358419 52.191.732 $2064.479 SO $12.5013,123 $99.863466 560.959.584 50.999.991 $18.192.118 30 L3875.000,000 $320.000.01101 $1.205.778.010 I Total: $995M Cumulative Liquidation Preference $652.500 $2.011.119 14.202.850 56257.329 54257.329 518.783.452 $118.626.917 1187.586.301 5192.586.292 $210.778.410 $210.778.410 3885.778.410 $1206778.410 r Total (Notes® 3.0x) $652.500 51.358.819 12.191.732 52064.479 SO 512.508.123 $99.863.486 568959.384 $4.999.991 318.192.118 $0 5875.000.000 5960.000.060 51.845.778410 Total: $1.635M I Cumulative Liquidation Preference $6522.500 52.011.119 14.202.850 54257.329 54257.329 $18.741452 $118.626.917 3187.586401 $192.584292 5210378.410 5210.778.410 585.778.410 51.845.778.410 L — Note: Expected $.55Minvestment to be distributedpro rata based on current. pre-Series 8 liquidation preference 3.0x liquidation preference on Convertible Notes expires one year after original investment (on 04/28/2016) and becomes 7.0x liquidation preference thereafter EFTA01193300  JAWBONE INVESTMENT OVERVIEW Investment Required for Full Coverage of Paid in Capital Amount Invested In Exchange Current Liquidation Amount Moved to Additional Liq Pref / S Liquidation Resulting Liquidation Change in Investor Sodom 8 Ratio Preference Series 8 Invested Preference Increase Preference Sha re count 51.250,000 6.0x 55.000.000 $7.5CO.000 5.0x $6.250,000 4_ _ _ j 677.244 $1.OM Investmeni Amount Invested in Exchange Current Liquidation Amount Moved to Additional Liq Pref Liquidation Resulting Liquidation Change in Investor Series 8 Ratio Preference Series 8 Invested Preference Increase Preference Sharecount Mon S2 000.000 6.0x S5.000.000 $12.000.000 6.5•: SI3 000.000 SI 8 000 000 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 (7) If an investor's or:Or liquidation preference is less than 6.0x its investment in Series 8 it surrenders all of its existing preferred and stillreceives the hill amount of Series 8 EFTA01193301