EFTA01171428.pdf

OPTION A WorldVu Limited Summary ofProposed Termsfor Share Sale and Wyler Employment May 10,2014 I. Transaction Structure Seller: 1110 Ventures Limited 101 Convention Center Drive, Suite 700 Las Vegas, NV 89109 Target: World Vu Satellites Limited 13 Castle Street St Helier Jersey JE4 5UT Percent of Total Shares to be sold: 85% Form of Transaction: Cash or Google Shares (Type of shares TBD) Purchase Price: $500,000,000 1110 Ventures Gross Rights: ill 0Ventures shall receive a I% royalty from the gross sales of World Vu Satellites Call/Put Options: TBD Restrictions on Transfer: Shares may not be transferred to other parties without all shareholders approval. II. Employment of Gregory Wyler Position: CEO of WorldVu Satellites Ltd, reporting to the BOD Compensation: TBD by the board, but no less than current compensation Other A: At the discretion of Google, Gregory may technically remain a Google employee, but will also be a World Vu employee. Other B: Gregory shall have a standing invitation to L-Team meetings (but no continuous obligation) and to participate and contribute to Google, Inc. generally. EFTA01171428  OPTION B WorldVu Limited Summary of Proposed Terms for Sale of Shares May 10, 2014 I. Transaction Structure Issuer: WorldVu Satellites Limited 13 Castle Street St Helier Jersey JE4 5UT Founder: 1110 Ventures Limited (Greg Wyler) Form of Investment: Series B Shares Amount of Investment: TBD Total Investment: $2b (or $1.5b with debt/country sales) Fully Funded Capital Table: Shareholder Percent Shares Investment I I 10Ventures 25% Series A Founder (including employees) Google Inc. ?% Series B I Other A ?% Other B ?% Other C ?% Investor Requirements: Funding will be limited to friendly investors with strong mission alignment. Goal: To have a friendly investor base focused on LONG TERM mission and value creation. Series A Share: Series A shares will have super-voting rights Follow on funding Options: Sale of country rights (LE. time based market exclusivity) Debt Issue Public Offering Google Strategic: Google shall have strategic opportunity and partnerhips such as: 1) Using Google Sign On 2) Co-Location of Google Content at Gateways 3) ROFR on new share sales to limit investor base 4) Google zero (free access to other than YouTube) in certain countries? Other rights TBD in a follow on term sheer. EFTA01171429