Internal email discussing restructuring of Jawbone investment and investor rights

Sent from my iPhone Begin forwarded message: From: "Jacoby, Craig” Date: September 5, 2012 7:27:21 PM EDT To: "Darren Indyke" Ce: "Hosain Rahman" , "lan Osborne" iy . "Jacoby, Craig” Subject: Jawbone/Mort Hi Darren, Just checking back in on the Jawbone investment. Thanks for sending across your comments. If possible, we would like to avoid a situation where we recirculate the investment agreements in place with Jawbone’s other investors, and our hope is that we can accommodate as many of your comments as possible short of taking that step. We think that the best way to address your comments would be to have Jawbone enter into a new purchase agreement covering both the preferred and the common stock being sold to Mort. Jawbone would make its representations and warranties anew upon the closing of the purchase agreement, so Mort would not be relying on the reps made back in June 2011, nor on the schedule of exceptions prepared in connection with the initial closing. The new purchase agreement would have the same closing conditions that applied to the initial closing of the JP Morgan investment. Given the affiliation between Mort, Hedosophia and Apoletto and their collective investment in preferred and common stock, we also want to propose that Mort (along with the other two parties) be treated as a “Major Investor” under the Investor Rights Agreement so long as their collective holdings of preferred and common stock remains at least equal to 2,000,000 shares. We intend to do this with a side letter that would not require the signature of the other parties to those documents. You have already seen the draft amendment that would expand the definition of “Registrable Securities” in the investor rights agreement to include the common stock being purchased by Mort, and we do anticipate that our principal investors will quickly sign that document once we circulate it. You had indicated a desire to have JP Morgan approve the sale of Series 5 Preferred outside of the existing purchase agreement. As | indicated to you on the phone, we do not think that this is necessary, but we are willing to obtain from them an acknowledgement to that effect prior to the closing of Mort’s investment. We do believe, however, that various of your other requests for change in the investor documents would require a broader amendment and restatement of the applicable documents, and some of them concern business points that were the subject of specific negotiation with JP Morgan and others of our investors in prior rounds. These points include your comments to the drag along rights, the registration rights, the information rights and the venue provisions. We would like those terms to remain as we had negotiated them with JP Morgan. If you are comfortable with the approach outlined in this email, we can get you draft documents, including a draft updated Schedule of Exceptions, tomorrow for your review and approval. Please let me know. HOUSE_OVERSIGHT_030951