<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Sunday, August 16, 2015 10:42 PM</td></tr><tr><td>To:</td><td>Gianni Serazzi; Svet</td></tr><tr><td>Subject:</td><td>Re:</td></tr></table>

I think svetlana might want to invest 800 e. in ret=rn she should receive 50 percent of the co. but you would have the r=ght to buy back half of her position anytime in the next three years 40=A0for 800 e. . in essence leaving you with 75 % after she had =er money back, as hers is the most at risk , since the projections h=ve been off dramatically,

On Sun, Aug 16, 2015 at 11:32 AM, Gianni Serazzi ██████████████████████████████████████████ wrote:

## <=iv dir="ltr">Thank you for your support

I agree that the situation w=s degenerating from last summer. I had to wait to intervene as I was still=in the group and I wanted in any case to get Giancarlo's shares back i= case things went bad. I am now sure I will fix it

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

Thx

G

On Sun, Aug 16, 2015 at 3:21PM, jeffrey E. <jeevaca=ion@gmail.com <mailto:jeevacation@gmail.com» wrote:

understood, as you are well aware, the structures =ould range from a secured loan to biz and you personally . 4,=A0 security could not be subject to litigation. ex. structured=so the burden is on you . not the lender. the secuirty is transferre= on closing and you get it back when money is repaid. not the reverse,Q=A0 . i see that the decline is over a year old. as you say re =ean carlo, but obvious by nov. of 14, we are now=sept 15. I only see numbers , not mother or im sure a wi=e range of jean carlos excuses.

On Sun, Aug 16, 2015 at 8:48 AM,

wrote:

I understand and I thank you for your cons=deration.

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.

G

## <=iv dir="ltr">Thank you for your support (cont.)

On Aug 16, 2015 2:33 PM, "jeffrey E." =lt;jeevacation@=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. =A0 . some months are off by hundreds of percent. not good. . =A0 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=razz rote:

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." =lt;jeevacation@=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 JEE

Unauthorized use, disclosure or copying of this

## <=iv dir="ltr">Thank you for your support (cont.)

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>

## <=iv dir="ltr">Thank you for your support (cont.)

=C2 please note

The information contained in this communication =s confidential, may be attorney-client privileged, may constitute in=ide information, and is intended only for the use of the addressee. It =s the property of JEE

Unauthorized use, disclosure or copying of thi= communication or any part thereof is strictly prohibited and may be=unlawful. If you have received this communication in error, please noti=y us immediately by return e-mail or by e-mail to jeevacation@gmail.com <mailto:jee=acation@gmail.com> , and des=roy this communication and all copies thereof, including all attachment=. copyright -all rights reserved

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