Google

Google EFTA00605651 Google Greg Wyler GlobalBit Offer May 8, 2014 Google Confident.' and Proprietary EFTA00605652 Google Proposed Offer Package Annual Compensation: GW receives $4M in annual compensation in the form of salary, bonus, GSUs and benefits (value: $32M assuming 8 years) Spectrum and IP Upfront Payment: $30M (cash), not subject to vesting, for WorldVu's spectrum rights and GW IP related to or necessary for the GlobalBit project. Corporate Governance: Google is willing to consider a variety of structures to maximize the likely success of GlobalBit. In the interim, Greg will report to Craig Barratt and GlobalBit Advisory Board will continue to run per current model. Google Capital Return: Google receives first a 10x return on its initial investment. Equity Ownership: Global Bit participates in 15% of upside (GW receives 10%; other Global Bit employees receive 5%) after 10x return on Google Capital Alignment Provision: Maximum payout to reach 1.5% pro forma Google + Global Bit market cap Google Confidential and Proprietary EFTA00605653 Go ogle Global Bit Proceeds Across Potential Valuations Global Bit has a steep distribution curve for valuations most likely under the business plan (S in millions) $81300 • $71300 E mo 561300 cti 2 th 551300 ti0 0 3 $41300 0 C $3 000 .0 521300 $11300 $0 $10.000 At valuations above —$60bIn (in which Global Bit management is receiving over $6bIn+) distributions are aligned with Google market cap Under any Global Bit valuation, GW receives a minimum of $32mm in compensation ($4mm over 8 years) $20 000 $30,000 $401000 550,000 $60,000 Global Bit Valuation $701000 $80,000 After 10x return on assumed $2bIn investment, Global Bit participates in 15% of upside, resulting in huge potential payout for Global Bit management $90,000 $100,000 Google Confidential and Proprietary EFTA00605654 Gassle Proceeds if Global Bit Hits Plan Global Bit management receives a -$630mm payout business plan is achieved in 2019 under a -$24b1n valuation ($2.4b1n in EBIT at a 10x multiple) ($ in millions) $1200 t; Si 000 E rn co co 2 soon co O0 .0 3 *Goo 0 O O $400 $200 SO $18,000 $18,500 $19,000 $19$00 $20,000 $20,500 $21,000 $21,500 $22,000 $22,500 $23,000 $23500 $24000 $24¢00 $25000 Global Bit Valuation At plan in 2019, Global Bit receives —$630mm in proceeds Google Confidential and Proprietary EFTA00605655