<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Friday, December 15, 2017 7:42 PM</td></tr><tr><td>To:</td><td>Faith Kates</td></tr></table>

Begin forwarded message:

From: Neale =ttenborough <r <mailto:

Subject: Re: Next

=span style="font-family:-webkit-system-font,Helvetica Neue,Helvetica,san-=serif;color:rgb(0,0,0)">Date: December 14, 2017 at=3:00:40 PM EST

To: Richard Kahn mailto: > <=span>

The $11MM in total consideration is an EXTREMELY low valuation for this company, and frankly already takes into consideration the legal risks that exist with the company.

I have absolutely no idea how you can call $8MM in upfront payment high. There are those in our company that do not want any tail and do not want to take any further legal risk. I am fine with what I propos=d yesterday which is $8MM at close and $300 per year for the first two years, and $800K per year for the last three years.

Let me know if that works for you. To be very clear, we will not=20 accept anything less than that in terms of up front payment, nor in terms of a more delayed 5 year pay out, nor in terms of total consideration.

Let me know if you want to do this deal on those terms.

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