From: Jeffrey Epstein <jeevacation@grnail.com> To: Subject: Fwd: terms Date: Mon, 06 Sep 2010 20:41:37 +0000 k> Forwarded message From: Adam Bly Date: Mon, Aug 30, 2010 at 11:57 AM Subject: terms To: Jeffrey Epstein <jeevacation@gmail.com> what do you think? Company Investor Investment Amount Security Liquidation Preference Use or Proceeds Board of Directors Conversion of Shareholder Loans Conditions of Closing Closing Date Seed Media Group LLC Hirai Family LLC $1,000,000 Secure Convertible Debenture (the "Debenture") convertible at the holder's option into Senior Preferred shares representing 51% of the Company First priority Working capital Concurrent with closing, the Company's Board of Directors shall be restructured with five (5) seats, as follows: Two (2) seats for the Investor, one (1) seat for Innovium, one (1) seat for Walnut, and one (I) seat for the Founder Concurrent with closing, Walnut/Hauser shall convert its Series B Extension Notes into Preferred shares and Innovium/Brookfield shall convert its 2010 Bridge Loans into Preferred shares - Unanimous consent resolution from the Board of Directors approving the transaction - Necessary shareholder approvals - Amendment of necessary corporate documents - Satisfactory completion of due diligence - Management's presentation of a 1-year budget and business plan September 15 The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of EFTA00778998 Jeffrey Epstein Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com, and destroy this communication and all copies thereof, including all attachments. EFTA00778999