<table><tr><th>From:</th><th>Gianni Serazzi &lt;</th></tr><tr><td>Sent:</td><td>Monday, August 17, 2015 8:16 AM</td></tr><tr><td>To:</td><td>Jeffrey E.</td></tr><tr><td>Cc:</td><td>Svet</td></tr><tr><td>Subject:</td><td>Re:</td></tr></table>

Can we do this for the French operations? We will need les= money for this and I can pay myself the money for the Italian operations.=div> Thx G

On Mon, Aug 17, 2015 at 12:41AM, jeffrey E. =Itjeevacation@=mail.com <mailto:Jeevacation@gmail.com> > wrote:

I think svetlana might want to invest 800 e. in return she =hould receive 50 percent of the co. but you would have the right to =uy back half of her position anytime in the next three years for 800=e. . in essence leaving you with 75 % after she had her money =ack, as hers is the most at risk , since the projections have been o=f dramatically,

On Sun, Aug 16, 2015 at=11:32 AM, Gianni Serazzi <████████ <mailto:█████████ > wrote:

Thank you for your supportl agree that the situation was degenerating from last summer. I had to wa=t to intervene as I was still in the group and I wanted in any case to get=Giancarlo's shares back in case things went bad. I am now sure I will =ix it

You have a clear situation in front of you,=how would you structure it the best?

Thx

G

On Sun, Aug 16, 2015 at 3:2= PM, jeffrey E. <jeevacation@gmail.com <mailto:jeevacation@gmail.=om> > wrote:

understood, as you are well awar=, the structures could range from a secured loan to biz and yo= personally . security could not be subject to litlgatio=. ex. structured so the burden is on you . not the lender. =AO the secuirty is transferred on closing and you get it back when money i= repaid. not the reverse, . i see that the decline is over a y=ar old. as you say re jean carlo, but obvious by nov. of=14, we are now Sept 15. I only see numbers , not=mother or im sure a wide range of jean carlos excuses.

On S=n, Aug 16, 2015 at 8:48 AM, Gianni Serazzi <█████████████>=/span> wrote:

I understan= and I thank you for your consideration.

The 800 will go to cover net working capital coming from growth and to get =ne final director for the print division. Of the other 3 directors one is =erforming really well and the other 2 I just brought them over to these po=itions in July. If just one of them makes it we will be at 600k profit. Ab=ut 150-200k need to go to Paris to bring in a strong team and finance net =orking capital.

As per the forecast vs actual you see very clearly the deter=oration coming in the summer of 2014. Giancarlo started spending 2 days in=the agency, fired the director and then dealt with the problems of h=s mother. I am confident that I will put it again on the right track. Not =asy but we will become as strong as fashion.

On Aug 16, 2015 2:33 PM, "Jeffrey E." =Itjeevacation@=mail.com <mailto:jeevacation@gmail.com» wrote:

all the agencies , now sell for roughly 50 - 60=perecent of revenue, used to be 100 -125%. no valu= admitteldy to contingent case recovery, which could/ should be out=of the deal. ie you keep it . . where does t=e 800 go, ? if it is to factor receivables. . one thing=C2 if it is to buy bookers. another, very aggressive , prio= projections are a big neg factor. in valuations. very big. =AO. . some months are off by hundreds of percent. . not good. . =AO I would like you to make a lot of money on your deal. =C2 so ownership, is not relevant getting the 800 bac= with security woudl be the issue,

On Sun, Aug 16, 2015 at 3:10 AM, Gianni S=razzi < 
<mailto:  > > wrote:

I think your consideration is accurate.

On top of it you should factor in -800k would go entirely into the company so that should be added as post mo=ey

valuation

-on top what is the value of new management (myself) coming in at zero sala=y? If we use market valuation that's quite an asset -I only count the cash once we have it, however we have a lawsuit going on =ith QVC the big client lost that stole our models internalizing them that =he lawyer says will pay minimum 300k and max 800k within 1 to 2 years

-also please remember that it's written Ebitda but it's cash genera=ion pure and simple

Adding these aspects it brings you to the 4m post money valu=tion that I honestly believe to be a fair value if I were sitting on the o=her side of the table

## Thx

## G

On Aug 16, 2015 5:03 AM, "Jeffrey E." =Itjeevacation@=mail.com <mailto:jeevacation@gmail.com» wrote:

ive looked carefully at the bad projections and the c=rrent numbers only ebitda. it looks as if the valu= and comps only give it a 1.5--2.2 value . .

=br>--
=please note

The information contained in this communication is =onfidential, may be attorney-client privileged, may constitute inside i=formation, and is intended only for the use of the addressee. It is the=property of

## G (cont.)

JEE

Unauthorized use, disclosure or copying of this c=mmunication or any part thereof is strictly prohibited and may be unlaw=ul. If you have received this communication in error, please notify us =mmediately by return e-mail or by e-mail to jeevacation@gmail.com

<mailto:jeevacati=n@gmail.com>, and

destroy t=is communication and all copies thereof, including all attachments. cop=right -all rights reserved

=C2 please note

The informat=on contained in this communication is confidential, may be attorney-cli=nt privileged, may constitute inside information, and is intended only =or the use of the addressee. It is the property of JEE

Unauthoriz=d use, disclosure or copying of this communication or any part thereof =s strictly prohibited and may be unlawful. If you have received this

return e-mail o= by e-mail to j=evacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and all copies =hereof, including all attachments. copyright -all rights reserved </=iv>

=C2 please note

The informat=on contained in this communication is confidential, may be attorney-cli=nt privileged, may constitute inside information, and is intended only =or the use of the addressee. It is the property of JEE

Unauthoriz=d use, disclosure or copying of this communication or any part thereof =s strictly prohibited and may be unlawful. If you have received this

return e-mail o= by e-mail to j=evacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and all copies =hereof, including all attachments. copyright -all rights reserved </=iv>

## G (cont.)

please note

Th= information contained in this communication is confidential, may be at=orney-client privileged, may constitute inside information, and is inte=ded only for the use of the addressee. It is the property of JEE

=nauthorized use, disclosure or copying of this communication or any par= thereof is strictly prohibited and may be unlawful. If you have receiv=d this communication in error, please notify us immediately by retur= e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and a=I copies thereof, including all attachments. copyright -all rights rese=ved

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