<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Sunday, August 16, 2015 1:21 PM</td></tr><tr><td>To:</td><td>Gianni Serazzi</td></tr><tr><td>Subject:</td><td>Re:</td></tr></table>

understood, as you are well aware, the structures*=A0 could range from a secured loan to biz and you personally . =C240 security could not be subject to litigation. ex. structu=ed so the burden is on you . not the lender. the secuirty is transfe=red on closing and you get it back when money is repaid. not the reverse,=C2*. i see that the decline is over a year old. as you say =e jean carlo, but obvious by nov. of 14, we are =ow sept 15. I only see numbers , not mother or im sure a=wide range of jean carlos excuses.

On Sun, Aug 16, 2015 at 8:48 AM, Gianni =erazzi < <mailto-> >> wrote:

I understand and I thank you for your consider=tion.

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." =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=razzi < <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

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 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>

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