Subject: Fwd: Term Sheet
From: "John DeLoche" <[email-masked]>
To: "Neil Callahan" <[email-masked]>, "Devon Archer" <[email-masked]>
Cc: "Hunter Biden" <[email-masked]>, "Eric Schwerin" <[email-masked]>
Date: Tue, 2 Oct 2012 08:36:58 -0700

FYI. A good sign they are spending money on legal to respond to the term sheet. Stay tuned. 

Please excuse typos as this message was sent from my handheld device. 

Begin forwarded message:

> From: Michael Marks <[email-masked]>
> Date: October 2, 2012 8:25:25 AM PDT
> To: Naveed Sherwani <[email-masked]>, Scott Houghton <[email-masked]>, John DeLoche <[email-masked]>, Nicholas Brathwaite <[email-masked]>, Jeff Parks <[email-masked]>, Scott Ransenberg <[email-masked]>
> Subject: FW: Term Sheet
> 
> fyi
> 
> From: Jonathan Holley <[email-masked]>
> Date: Tue, 2 Oct 2012 14:02:34 +0300
> To: Michael Marks <[email-masked]>
> Cc: Ayham Gharaibeh <[email-masked]>
> Subject: RE: Term Sheet
> 
> Michael:
>  
> I confirm receipt of the LOI. Thanks for this.
>  
> Drinker Biddle & Reath are counsel for the Bank in the U.S. which I have forwarded to them and have a scheduled call with them tomorrow midday. Will then take comments and process internally and get back to you asap with position and schedule/meeting date.
>  
> Kind Regards,
>  
> Jonathan
> From: Michael Marks [[email-masked]]
> Sent: Sunday, September 30, 2012 7:03 PM
> To: Jonathan Holley
> Cc: Jeff Parks; Michael Marks; John DeLoche; Naveed Sherwani; Scott Houghton
> Subject: Term Sheet
> 
> 
> 
> Jonathan, attached is the term sheet that we promised, and that I believe is exactly what you requested, with one exception. This is an offer to buy all common shares, we put in the term sheet that we are proposing to buy the entire 75%. If we can do this, the documentation is easier and the transaction simpler. However, you also requested that we allow one or more shareholders to stay in and we are prepared to accommodate that if necessary, up to 10% of your 75%, I believe that's enough to accommodate the one shareholder with 7.5% who has requested to stay in.
> 
> If we don't buy 100% of your stake, the shareholder(s) who stay in will have to sign legal waivers and sign on to a shareholder's agreement.
> 
> We have put in the term sheet that it is good until Oct 3, but that's a placekeeper. This is quite simple now, so if you can sign the term sheet and let us know about the minority shareholders in the next day or two, we can get this closed and paid for by the end of October. It would be helpful if you could have someone either in California or readily available to negotiate the definitive documents.
> 
> We are available to have an in-person meeting if you'd like, either in california or in new york (I'm in new york from oct 8-25). My partners can meet you in california if you prefer.
> 
> Please let us know at your earliest convenience.
> 
> 
> 
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