<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:
To:</td><td>Monday, August 17, 2015 3:09 PM
Gianni Serazzi</td></tr><tr><td>Subject:</td><td>Re:</td></tr></table>

it could be debt , there are many alternatives =C2 theory, concpet is that she needs to be first in line to=get her money back . after a reasonable period of time

On Mon, Aug 17, 2015 =t 10:48 AM, Gianni Serazzi <serazzig@gmail.com <mailto:serazzi=@gmail.com» wrote: =blockquote class="gmail_quote" style="margin:0 0 0.8ex;border-left:lp= tIccc solid;padding•left:lex"> For the italian company I t=ink it will be difficult. Giancarlo is the Director of the company and I n=ed him to remain it. If I have 80% he would probably still do it, if I hav= 50% even for a few years I don't think he will accept. There are also=other legal implications I will look into.

On the Frenc= company it's much easier as it's a virgin structure and we could =et it up so that we can see 100% of the invoicing done there separate from=ltaly.

Thx

G

On Mon, Aug 17, 2015 at 2:53 PM, je=frey E. <jeevacation@gmail.com <mailtoleevacation@gmail.com» wrote:

the speratation is somewhat artificial, =C2 so i think it would be probematic.

On Mon, Aug 17, 2015 at 12:41AM, jeffrey =. <jeevacation@gmail.com <mailto:jeevacation@gmail.com» wrote:

I think svetlana might want to invest 800 e.= in return she should receive 50 percent of the co. but you wo=ld have the right to buy back half of her position anytime in the next thr=e years for 800 e. . in essence leaving you with 75 % af=er she had her money back, as hers is the most at risk, since the p=ojections have been off dramatically,

On Sun, Aug 16, 2015 at 11:32 A=, Gianni Serazzi <

wrote:

Thank you for your support

I agre= that the situation was degenerating from last summer. I had to wait to in=ervene as I was still in the group and I wanted in any case to get Giancar=o's shares back in case things went bad. I am now sure I will fix it</=iv>

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

Thx

G

> wrote:

understood, as you are well aware, =the structures could range from a secured loan to biz and you person=lly . security could not be subject to litigation. =C2 ex. structured so the burden is on you . not the lender. the s=cuirty is transferred on closing and you get it back when money is repaid.=not the reverse, . i see that the decline is over a year old.=C2 as you say re jean carlo, but obvious by nov. of 14, =AO , we are now sept 15. I only see numbers , not mother=C2 or im sure a wide range of jean carlos excuses.

On Sun, Aug=16, 2015 at 8:48 AM, Gianni Serazzi <████████████> w=ote:

I understand and I t=ank 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.

## G

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. =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,

<mailto: wrote:

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

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

## G (cont.)

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 other side of the table

Thx
G

On Aug 16, 2015 5:03 AM, "jeffrey E." =lt;jeevacation@=mail.com

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>--

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=C2 please note

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## G (cont.)

<mailto:jeevacation@gmail.com>, and

return e-mail o= by e-mail to j=evacation@gmail.com

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

, and

return e-mail o= by e-mail to j=evacation@gmail.com <mailto:jeevacation@gmail.com>

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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

4

## G (cont.)

please =ote

The information contained in this communication is confiden=ial, may be attorney-client privileged, may constitute inside informati=n, and is intended only for the use of the addressee. It is the propert= of JEE

Unauthorized use, disclosure or copying of this communica=ion or any part thereof is strictly prohibited and may be unlawful. If =ou have received this communication in error, please notify us immediat=ly by return e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail=com> , and destroy this comm=nication and all copies thereof, including all attachments. copyright -=11 rights reserved