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efta-efta00602656DOJ Data Set 9Other

OPTION A

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DOJ Data Set 9
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efta-efta00602656
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EFTA Disclosure
Text extracted via OCR from the original document. May contain errors from the scanning process.
OPTION A WorldVu Limited Summary of Proposed Terms for Share Sale and Wyler Employment May 10, 2014 I. Transaction Structure Seller: Target: 1110 Ventures Limited 101 Convention Center Drive, Suite 700 Las Vegas, NV 89109 WorldVu Satellites Limited 13 Castle Street St Helier Jersey JE4 5UT Percent of Total Shares to be sold: 85% Form of Transaction: Cash or Google Shares (Type of shares TBD) Purchase Price: $500,000,000 1110 Ventures Gross Rights: ill 0Ventures shall receive a I% royalty from the gross sales of WorldVu Satellites Call/Put Options: Call After system activation Up to 5% of the shares Call 1/1/2020 Up to 5% of the shares Call 1/1/2025 Up to 5% of the shares Put Anytime Up to $500m of shares Put Anytime after system activation Up to $ lb of shares Put Anytime after 2025 Remainder Valuation Method: Dividends: Restrictions on Transfer: II. Employment of Gregory Wyler Position: Compensation: Company valuation by one banker for each party. If neither party agrees, or the bankers are >15% apart. then Company shall issue dividends when reasonable and requested by other party. Shares may not be transferred to other parties without all shareholders approval. CEO of WorldVu Satellites Ltd, reporting to the BOD TBD by the board, but no less than current compensation EFTA00602656 III. Governance Board of Directors: Operations: Hiring: Accounting Structure: Voting: Non-Voting: 3 independent Independent with synergy Its own ladder 3 from Google 1 from 1110 Ventures WorldVu Satellites Ltd. EFTA00602657 OPTION B WorldVu Limited Summary of Proposed Terms for Sale of Shares May 10, 2014 I. Transaction Structure Issuer: Founder: Form of Investment: Amount of Investment: Total Investment: Fully Funded Capital Table: WorldVu Satellites Limited 13 Castle Street St Helier Jersey JE4 5UT 1110 Ventures Limited (Greg Wyler) Series B Shares TBD $1 - $2b (with possible debt/country sales) Shareholder Percent Shares Investment I I 110Ventures (including employees) _ Google Inc. 25% Series A Founder ? % Series B Other A ? % Other B ? % Other C ? % Investor Requirements: Goal: Series A Share: Funding will be limited to friendly investors with strong mission alignment. To have a friendly investor base focused on LONG TERM mission and value creation. Series A shares will have super-voting rights Follow on funding Options: Sale of country rights (I.E. time based market exclusivity) Debt Issue Public Offering Google Strategic: Google shall have strategic opportunity and partnerhips such as: 1) Using Google Sign On 2) Co-Location of Google Content at Gateways 3) ROFR on new share sales to limit investor base 4) Google zero (free access to other than YouTube) in certain countries? Other rights TBD in a follow on term sheet. EFTA00602658

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