<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Sunday, August 16, 2015 12:33 PM</td></tr><tr><td>To:</td><td>Gianni Serazzi</td></tr><tr><td>Subject:</td><td>Re:</td></tr></table>

all the agencies , now sell for roughly 50 - 60 pere=ent of revenue, used to be 100 -125%. no value adm=tteldy to contingent case recovery , which could/ should be out of t=e deal. ie you keep it . . where does the 80= go, ? if it is to factor receivables. . one thing =if it is to buy bookers. another, very aggressive , prior proj=ctions are a big neg factor. in valuations. very big. . = 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 back =AO with security woudl be the issue,

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On Sun, Aug 16, 2015 at 3:10 AM, Gianni Seraz=i <████████████ <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 1to 2 years -also please remember that it's written Ebitda but it's cash generation 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 ..

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