<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Monday, September 28, 2015 4:16 PM</td></tr><tr><td>To:</td><td>Richard Kahn</td></tr><tr><td>Subject:</td><td>Re: FW: Series 8 Investment to Cover Common Investment</td></tr></table>

yes for our entire inviestment

On Sat, Sep 26, 2015 at 12:21 PM, R=chard Kahn <From: <mailto:  = target=> Richard Kahn <  <mailto:  > >
Date: Friday, September 18, 2015 at 9:=1 PM
To: Jeffrey Epstein <<= href="mailto:jeevacation@gmail.com" target="_blank">jeevacation@gmail=com>
Subject: Fwd: Seri=s 8 Investment to Cover Common Investment

Andrew called this afterno=n and asked if we were going to participate in series 8. I expressed our d=spleasure that our entire investment could not be protected. He then said =hat is not true. I said this is now the third time they are changing fact =attern. He prepared attached summary for your review. He said they have 33=5 of 35mm to force black rock to invest final 50mm. Please advise if you h=ve any interest in investing. Thank you.

Richard Kahn
HBR= Associates Inc.
575 Lexington Avenue, 4th Floor
New Y=rk, NY 10022
Tel ████████████████████████
Fax ████████████████████████
Cell ████████████████████████

Begin forwarded message:

From: Andrew Lindsay <andrew.lindsay@...> </=>>
Date: September 18, 2015 at 9:27:27 PM EDT
To: R=chard Kahn < <mailto:...>
Hi Rich,

It was great chatting =ith you this morning. As I noted, Mort can make an investment in Ser=es 8 to have enough liquidation preference to cover both its common and pr=ferred investments. With an investment of just $1.25M in Series 8 wi=l result in Mort having a resulting total liquidation preference of $11.25=, to cover the previous $5M of common, $5M of preferred and new $1.25M inv=stments.

In addition to the increased liquidation=preference, for the $1.25M, Mort will also receive an incremental 677,244 =hares with all the upside of Jawbone equity. That equates to $1.85 p=r share.

Detail of the structure is included in t=e attached document.

I've also include= a summary of the successful launch of our recent UP2 and UP3 products. =A0 It's been very well received with reviews like this <http://www.independent.co.uk/life-style/gadgets-and-tech/features/jawbone-up3-review=is-this-the-best-wearable-fitness-band-on-the-market-10495277.html> .

Thanks,
Andrew

From: Richard Kahn <blackened out><mailto: blackened out>
Da=e: Thursday, September 17, 2015 at 4:33 PM
To: Jeffrey Epstein <jeevacation@gmail.com <mailto: jeev=cation@gmail.com> >
Subject: Jawbone

</div>
i spoke with Andrew Linsey, =nna and Will from Code Advisors as Hosain was unavailable last week on=y 5,000,000 of investment would be covered as this can only apply to prefe=red shares

our investment in Series 5 was as foll=ws:

Preferred 695,301x 7.19113 = 5,000,000 Common 1,260,233 x 3.96792 = 5,000,000

I =as told on call that valuation of company at time of Series 5 was 1,650,00= post Series 6, 7, 8 and Blackrock note have further dilut=d our investment and although they would not give me an exact figure our n=w breakeven without Series 8 participation appears to be 3,250,000

With Series 8 investment of 833,000 i believe believe we =ould receive the following on a sale of company post April 28 2016

1,000,000 7,5=0,000 from preferred and 0 from common (0 received without Series 8) =div>2,000,000 7,500,000=from preferred and 0 from common (0 received without Series 8) 3=000,000 7,500,000 from =referred and 0 from common (0 received without Series 8) 3,250,0=0 7,500,000 from preferr=d and 5,000,000 from common (10,000,000 received without Series 8)

it appears Series 8 protection provides protection from 1=000,000 to 3,250,000 on liquidation

April 28 2016 is key date as =t is 1 year anniversary of Blackrock investment and if company sold before=that date they have a 3x liquidation preference

<=iv>As of last friday they have raised 33,000,000 of the 35,000,000 needed =or Blackrock to release final 50,000,000

If that is =chieved they would have raised since April 28 2015:

<table><tr><th colspan="2">220,000,000 Blackrock original note</th></tr><tr><td>40,000,000</td><td>Series 8=1PM (34) and Sequia (6)</td></tr><tr><td>50,000,000</td><td>Blackrock additional&lt;Aiv&gt;</td></tr><tr><td>35,000,000</td><td>Series 8 (33mm raised to date)</td></tr><tr><td>50,0=0,000</td><td>Blackrock final</td></tr><tr><td>395,000,000</td><td>To=al raised</td></tr></table>

As of Sep 11, 2015 there=cash flow was as follows:

30,000,000 in cash40=A0
85,000,000 (Series 8 and final Blackrock)
115,000,000 potential cash

Once 85,000,000 is s=cured they will finalize deal for an ABL credit line in the amount of 50,0=0,000 that will be collateralized by AR and Inventory

=div>They mentioned that Q4 would be cash flow positive however they did no= elaborate on what their loss for 2015 or 2016 would be..

When i=pressed them and said i thought they would would be out of money by mid 20=6 and we again may be further diluted with a Series 9 or 10 they responded=that they had new management that would not allow this

They said Jason Child, new CFO, has already run analysis to ensure th=t they remain cash flow positive in 2016 Not sure that is so rea=istic as they also mentioned that Fitbit already has market share and that=they will not chase market share via lower pricing or marketing =n addition they will not build large inventories with vendors if they need=to conserve cash Andrew stated that Hosain made poor non financi=lly focused decisions and new CFO will not allow that moving forward =/div> Jawbone believes it will be the leader in the next phase which w=ll evolve from basic wellness to health and medical (blood pressure, respi=ation and oxidation) Analogy was used that basic wellness market=is similar to Smartphones in the early 2000's and Symbian who was =eader disappeared

My concerns are as follo=s:

	a) Jawbone is always one step behind and they keep jumping to=the next Hot idea..

b) There will inevitably be a Series 9 / 10 =ound as i believe they will again run out of cash middle of next year caus=ng further dilution to Series 8 they are asking us to participate in =div>

Andrew also sent email with codes for free UP 2 or=UP 3 product
I will order and have for you on your next visit (d= you have a color preference - black, silver, indigo and red?)
<=r>

http://www.amazon.com/UP3-Jawbone-activity-Tracker-Black/dp/B00N9E6DUK/ref=sr_1_1?ie=UTF8&qid=144251265&sr=8-1&keywords=up3 <http://www.amazon.com/UP3-Jawbone-Activity-Tracker=Black/dp/B00N9E6DUK/ref=sr_1_1?ie=UTF8&qid=1442521265&sr=8=1&keywords=up3>

Please advise how you want to proceed with Series 8 proposed investm=nt of 833,000 Thank you

=br>
Richard Kahn
HBRK Ass=ciates Inc.
575 Lexington Avenue 4th Floor
New York, NY 10022te1 <tel
fax
<tel

</=iv>

On Sep 17, 2015, at 2=38 PM, Jeffrey E. <jeevacation@gmail.com <mailto:jeevacation@gmail.com» wrote:

=id you check with hosssain re amount of investment covered jeevacation@gmail.com,=and destroy this communication and all copies thereof, including all=attachments. copyright -all rights reserved

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

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