📅 Sep 14, 2018

Re:

From: hosain rahman

To: jeffrey E.

Sony this got lost in my gmail threading. Annoying. Awesome. Let's get this done and go make the new co successful. If it's easier from a tax treatment perspective we can make the advisory shares have a super short vesting schedule. Otherwise $10K per year is fine. Who should we work with to paper everything? On Sep 5, 2018, at 1:06 PM, jeffrey E. <jeevacation@gmail.com> wrote: your plan is ok separate from agreeing to be a consultant as that is ordinary income. i can do consulting for 10k

Sony this got lost in my gmail threading. Annoying.

Awesome. Let's get this done and go make the new co successful.

If it's easier from a tax treatment perspective we can make the advisory shares have a super short vesting schedule. Otherwise $10K per year is fine.

Who should we work with to paper everything?

On Sep 5, 2018, at 1:06 PM, jeffrey E. <jeevacation@gmail.com> wrote:

your plan is ok separate from agreeing to be a consultant as that is ordinary income. i can do consulting for 10k per year. and the rest is in an exchange for a release

please note

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE

Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jea@gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

📅 Sep 14, 2018

Fwd:

From: jeffrey E.

To: hosain rahman

-Forwarded message From: jeffrey E. <jeevacation@gmail.com> Date: Wed, Sep 5, 2018 at 4:06 PM Subject: To: hosain rahman your plan is ok separate from agreeing to be a consultant as that is ordinary income. i can do consulting for 10k per year. and the rest is in an exchange for a release please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the

-Forwarded message
From: jeffrey E. <jeevacation@gmail.com>
Date: Wed, Sep 5, 2018 at 4:06 PM
Subject:
To: hosain rahman

your plan is ok separate from agreeing to be a consultant as that is ordinary income. i can do consulting for 10k per year. and the rest is in an exchange for a release

please note

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE

Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation®gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

please note

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE

Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation®gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

📅 Sep 14, 2018

Re: Confidential Proposal - For Settlement Discussions Only

From: hosain rahman

To: jeevacation@gmail.com

Oh shoot did I miss your response to my mail? Can you resend it to me? On Sep 14, 2018, at 10:51 AM, Jeffrey E. <jeevacation@gmail.com> wrote: im waiting for your response thx On Fri, Aug 31, 2018 at 2:16 AM, Hosain Rahman < wrote: Jeffrey, My responses to your mail are below. Once you've had a chance to digest. let's get on the phone and discuss. Hosain, I received your August 9, 2018 email to which I respond as follows: 1. If I understand your email correctly, Jawbone Health Hub is off

Oh shoot did I miss your response to my mail? Can you resend it to me?

On Sep 14, 2018, at 10:51 AM, Jeffrey E. <jeevacation@gmail.com> wrote:

im waiting for your response thx

On Fri, Aug 31, 2018 at 2:16 AM, Hosain Rahman < wrote:

Jeffrey,

My responses to your mail are below. Once you've had a chance to digest. let's get on the phone and discuss.

Hosain,

I received your August 9, 2018 email to which I respond as follows:

1. If I understand your email correctly, Jawbone Health Hub is offering to make me a "Strategic Advisor to the Company" and issue to me shares of its Series A Preferred Stock through which I would hold a .40% interest in the new Company on a fully diluted basis after the closing in September 2018 of the Company's Series A Preferred Stock financing. Taking you at your word, in light of what you assert is the new Company's $50 MM pre-money valuation, after the closing of the Series A Preferred Stock financing in the amount of $45 MM, my holdings of Series A Preferred Stock in Jawbone Health Hub would be worth $380,000, a miniscule 3% of my more than $12 MM investment in AliphCom.

Yes, the value of the shares is not equivalent to what you invested before and we can't make you whole at this time by giving you the value of the investment at the time you made it but we can give you an ownership level now that with some adjustments for future could get back to that level in the future. So that's what the thinking is here. There is a lot less liquidation preference now (and post Series A) than there was (verifiably) at the time of your investment (half of your initial investment was in common stock which served to blend down the overall valuation paid).

2. Although I understand why you might make such a proposal, $380,000 worth of initial stage stock of a company that is being pieced together from a failed venture that only a few years ago you told me was valued at $3.2 B does not provide a basis to resolve a fraud claim worth more than $12 MM. You suggest I should take comfort in this offer because it increases my percentage holdings from .33% at the time of that venture's wholesale collapse to .40% of the new venture and my interest will be at the "top of the capitalization stack" and 'will not be sitting underneath any debt.' Those are the same representations you made when you wrongfully induced me to make my initial $10 MM investment in AliphCom. You also are proposing that I resolve my claims against both AliphCom and you personally in exchange for an investment in a company that will be run by the very same person who misled me about my prior investment.

I absolutely acknowledge that I made mistakes while running the last business. I have learned a ton of painful lessons from those mistakes. Those mistakes were never intentional and I don't agree that I misled you about your prior investment. I'm happy to walk through the point by point details put forth in the draft lawsuit your lawyer sent us and counter the claims. I don't know if that's what you want but I am of course willing to do it because I don't want there to be a misunderstanding. I want to resolve this situation as we discussed on the phone and make you whole eventually but it is really, really important to me that you don't continue to believe on a going forward basis that I misled or lied to you. For context I have not had a single other shareholder accuse me of this. I'm sure there are some who are angry at the mistakes I made but no one has accused me of fraud or lying. Some of the old investors are investing more money in the new Company.

3. Given your central role in this matter, it is important to me that you make good on your obligations to me personally, regardless of whether the Company has the ability to compensate me. I understand, however, that you are experiencing financial hardship and are not currently in any position to immediately make good on your obligations to me.

EFTA01023104

I am personally willing to backstop the delta between the value of the shares you get in Jawbone Health up to the maximum amount of $13M over some defined maturity period as outlined below if we can agree to an overall settlement as also outlined below.

4. Therefore, as a counterproposal to resolve my claims against you and AliphCom, I would propose the following:

a. Subject to the completion of satisfactory due diligence to determine the legal and financial status of the Jawbone Health Hub, including its current valuation and the basis therefor. current assets, current debt, current capitalization, and any additional debt and stock issuance contemplated in the foreseeable future, as a resolution of Mod, Inc.'s claims against AliphCom, I would be prepared to accept appointment as a strategic advisor to the Company with appropriate exculpation and indemnities and an irrevocable issuance by the new Company to my designee of Series A Preferred Stock through which my designee would hold no less than a .40% interest in the new Company on a fully diluted basis after the closing in September 2018 of the Company's Series A Preferred Stock financing.

As point of clarification: I can't resolve your claims against AliphCom as I personally no longer have any official affiliation to that Company. Sherwood Partners is responsible for AliphCom now on behalf of BlackRock and all claims towards AliphCom should be directed there.

I can, obviously, resolve your claims against me personally and I have the necessary approval/ability from the new Company to give you shares as part of a settlement agreement to resolve claims against me as they relate to the old Company.

As part of a complete settlement agreement I propose to increase the amount of the pro•forma post Series A share grant to be 0.50% in Jawbone Health - this increase is tied to a few points outlined below as well as in my response to 4b:

• Our interests should be aligned as completely as possible

• I believe it makes sense to work together to increase the value of the shares so that not only are you whole but you have an opportunity to make a return

• As part of your strategic advisory help to Jawbone Health I would like you to set up meetings for me as soon as practical to demonstrate our new health monitoring service with Sheik Mohammed Al-Maktoum, his son Sheik Hamdan, Sheik Mohammed bin Zayed. Prince Mohammed bin Salman and any other ruling/decision maker you think could be helpful to get us more customer partnerships in the GCC. Sheik Mohammed's private holding company is currently the majority shareholder in Jawbone Health and they are committed to being our first enterprise customer but we would like more visibility with the Sheik and to ultimately get his support in rolling our solution to the entire Emirati citizen population of Dubai and all government employees.

• I would like further brainstorm other market-making opportunities like what we see in Dubai with other regions and governments that you have strong relationships with and leverage those relationships for introductions and meetings that could lead to more customers for the Jawbone Health service.

We ask for administration purposes that your designee not be Mort but some other entity of your choosing. The diligence on Jawbone Health is not an issue, let me know how you want to proceed forward on doing that diligence.

b. As a resolution of Mort, Inc.'s claims against you, individually, I would be prepared to accept your personal promissory note that matures in 5 years and is payable to me or my designee in a principal amount equal to 10% of the then current fair market value of all of your direct and indirect holdings of capital stock of Jawbone Health Hub or its successors or assigns, as constituted on the date of maturity (-HR's Jawbone Stock"), provided that no amount shall be due and payable under that promissory note until the fair market value of HR's Jawbone Stock is at least $10 MM (in which case the maturity date of the promissory note would be extended until such time) and that the maximum principal amount payable under that promissory note, regardless of the then current fair market value of HR's Jawbone Stock, shall not exceed $13 MM. The promissory note must be secured by a pledge of and first priority lien in all of HR's Jawbone Stock. For purposes hereof. HR's Jawbone Stock shall include, without limitation, assets, obligations, instruments, agreements, understandings or other arrangements, whether written or oral, owned by. issued to, and/or made with you. directly or indirectly, in connection with, as a result of. or in lieu of your directly or indirectly receiving or holding shares of capital stock of Jawbone Health Hub or its successors or assigns.

As stated earlier I am willing to personally backstop any shortfall of the value of your shares in Jawbone Health below $13M effectively within the same construct you propose provided you are ok with providing the requested strategic help outlined above. I believe that the appropriate maturity period is more like 7 years than 5 years. So in 7 years a promissory note would payable to you or your designee in a principal amount equal to 10% of the then current fair market value of all of my direct and indirect holdings of capital stock of Jawbone Health Hub or its successors or assigns, as constituted on the date of maturity ("HR's Jawbone Stock'),

EFTA01023105

provided that no amount shall be due and payable under that promissory note until the fair market value of HR's Jawbone Stock is at least $10 MM (in which case the maturity date of the promissory note would be extended until such time) and that the maximum principal amount payable under that promissory note, regardless of the then current fair market value of HR's Jawbone Stock, shall not exceed $13 MM. The fair market value of the shares at the time of maturity of the promissory note given to you in association with the 0.50% pro-forma grant will be deducted from any amount due under the construct above. So for example if the value of your granted shares was above $13M no monies would actually be due under the promissory note.

On the lien side I propose a -springing lien" structure.

5. The foregoing proposal is an eminently fair exchange for my forbearance and better aligns our interests, so that I might have some assurance that I will eventually be compensated for the complete loss of my investment in AliphCom. Please advise me of your response so that we can have our attorneys prepare the necessary paperwork to document this settlement proposal.

If we are able to reach an agreement I would need a full release from you as part of the settlement agreement. The arrangement with me would need to be kept strictly confidential.

6. This confidential settlement proposal is being made pursuant to Rule 408 of the Federal Rules of Civil Procedure to resolve disputed claims, and nothing provided herein shall be used in any way in any legal or administrative proceeding, or otherwise, including to establish or limit any claims, defenses, admissions and/or liability of any person or entity in any such proceedings.

Please consider my proposal to fall under the same Rule 408.

Regards,

Hosain

On Aug 23, 2018, at 3:13 AM, jeffrey E. <jeevacation@gmail.com> wrote:

feel free to write those thoughts . It is simple , the obligation is yours. If you had a current net worth of over 100 million I would without a doubt use my resources to recover the monies that you received from me. and I think you would make the right decision and repay it. as you dont currently have the money I m suggesting a mechanism that delays my payment until you do. more than fair

On Thu, Aug 23, 2018 at 1:08 AM, hosain rahman < > wrote:
Jeffrey,

I have some questions on this email. Can we schedule a time to discuss?

Thanks,
Hosain

On Aug 16, 2018, at 12:16 PM, jeffrey E. <jeevacation@gmail.com> wrote:

Hosain,

I received your August 9, 2018 email to which I respond as follows:

1. If I understand your email correctly, Jawbone Health Hub is offering to make me a "Strategic Advisor to the Company" and issue to me shares of its Series A Preferred Stock through which I would hold a .40% interest in the new Company on a fully diluted basis after the closing in September 2018 of the Company's Series A Preferred Stock financing. Taking you at your word, in light of what you assert is the new Company's $50 MM pre-money valuation, after the closing of the Series A Preferred Stock financing in the amount of $45 MM, my holdings of Series A Preferred Stock in Jawbone Health Hub would be worth $380,000, a miniscule 3% of my more than $12 MM investment in AliphCom.

2. Although I understand why you might make such a proposal, $380,000 worth of initial stage stock of a company that is being pieced together from a failed venture that only a few years ago you told me was valued at $3.2 B does not provide a basis to resolve a fraud claim worth more than $12 MM. You suggest I should take comfort in this offer because it increases my percentage holdings from .33% at the time of that venture's wholesale collapse to .40% of the new venture and my interest will be at the "top of the capitalization stack" and "will not be sitting underneath any debt." Those are the same representations you made when you wrongfully induced me to make my initial $10 MM investment in AliphCom. You also are proposing that I resolve my claims against both AliphCom and you personally in exchange for an investment in a company that will be run by the very same person who misled me about my prior investment.

3. Given your central role in this matter, it is important to me that you make good on your obligations to me personally, regardless of whether the Company has the ability to compensate me. I understand, however, that you are experiencing financial hardship and are not currently in any position to immediately make good on your obligations to me.

4. Therefore, as a counterproposal to resolve my claims against you and AliphCom, I would propose the following:

a. Subject to the completion of satisfactory due diligence to determine the legal and financial status of the Jawbone Health Hub, including its current valuation and the basis therefor, current assets, current debt, current capitalization, and any additional debt and stock issuance contemplated in the foreseeable future, as a resolution of Mort, Inc.'s claims against AliphCom, I would be prepared to accept appointment as a strategic advisor to the Company with appropriate exculpation and indemnities and an irrevocable issuance by the new Company to my designee of Series A Preferred Stock through which my designee would hold no less than a .40% interest in the new Company on a fully diluted basis after the closing in September 2018 of the Company's Series A Preferred Stock financing.

b. As a resolution of Mort, Inc.'s claims against you, individually, I would be prepared to accept your personal promissory note that matures in 5 years and is payable to me or my designee in a principal amount equal to 10% of the then current fair market value of all of your direct and indirect holdings of capital stock of Jawbone Health Hub or its successors or assigns, as constituted on the date of maturity ("HR's Jawbone Stock"), provided that no amount shall be due and payable under that promissory note until the fair market value of HR's Jawbone Stock is at least $10 MM (in which case the maturity date of the promissory note would be extended until such time) and that the maximum principal amount payable under that promissory note, regardless of the then current fair market value of HR's Jawbone Stock, shall not exceed $13 MM. The promissory note must be secured by a pledge of and first priority lien in all of HR's Jawbone Stock. For purposes hereof, HR's Jawbone Stock shall include, without limitation, assets, obligations, instruments, agreements, understandings or other arrangements, whether written or oral, owned by, issued to, and/or made with you, directly or indirectly, in connection with, as a result of, or in lieu of your directly or indirectly receiving or holding shares of capital stock of Jawbone Health Hub or its successors or assigns.

5. The foregoing proposal is an eminently fair exchange for my forbearance and better aligns our interests, so that I might have some assurance that I will eventually be compensated for the complete loss of my investment in AliphCom. Please advise me of your response so that we can have our attorneys prepare the necessary paperwork to document this settlement proposal.

EFTA01023107

6. This confidential settlement proposal is being made pursuant to Rule 408 of the Federal Rules of Civil Procedure to resolve disputed claims, and nothing provided herein shall be used in any way in any legal or administrative proceeding, or otherwise, including to establish or limit any claims, defenses, admissions and/or liability of any person or entity in any such proceedings.

Jeffrey

On Thu, Aug 9, 2018 at 9:28 PM, Hosain Rahman > wrote: Jeffrey,

Thanks for the conversation last week. I appreciate you sharing your perspective candidly and I want to apologize for the bad communication during that period of time. We should have been better regardless of the circumstances and challenges we were facing.

In terms of how we move forward I propose the following:

• We give you 40bps (0.40%) of Series A Preferred stock in the new company, Jawbone Health Hub, on a pro forma basis, so this would be the fully diluted ownership level after the Series A financing is completed. This is more than what you (Mort) owned in the old company, fully diluted. Our records indicate that Mort had 33bps (0.33%) fully diluted in the old company in 2017.

• We would give you this stock for being a "Strategic Advisor to the Company" where you would give us advice time to time. For example you could give us insight on we should navigate the Middle Eastern markets as we seek to expand our distribution beyond Dubai, etc.

• This grant would effectively crease your ownership relative to before and unlike the old company this new stock will not be sitting underneath any debt or anything once the Series A is done. You will be at the top of the capitalization stack.

By way of background on the Jawbone Health Hub:

We are now building a personalized subscription healthcare service that uses continuous health data and combines machine intelligence with human medical insight to catch diseases and issues early and provides daily personal guidance for how users should manage themselves to mitigate issues and be their best. It's almost like personal health as server management. In phase 1 of the offering we screen folks for diabetes, hypertension, different types of arrhythmias, sleep apnea, obesity, and stress. We have completed clinical trials with Stanford, UCSF, Mayo, etc. with strong results and are rolling out the service already on a limited basis.

We are currently closing our Series A, legals docs are done and out for a $45M raise at a $50M pre-money valuation with a targeted first closing in mid September. We've also already closed about $8M with a bunch of angels into a 20% discount convertible note to the Series A (so $40M pre) - this note will remain open until the first close of the Series A. You are obviously welcome to participate in any of these financing instruments of course if you want to but regardless we will give you the aforementioned pro-forma share grant of 0.40%.

Please let me know if you have any questions - I believe this proposal gives you a legitimate opportunity for capital recovery and a possibility for a return if we are successful. I do hope we can resolve things and be partners again.

EFTA01023108

Thanks,
Hosain

please note

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE

Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

please note

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE

Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation®gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

please note

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE

Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com, and

EFTA01023109

destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

EFTA01023110

📅 Sep 12, 2018

Re: Invoices

From: Giuseppe Bersani

To: Peter Fenwick

Hi, Peter, Hi, Peter, I enclose the last page of MIND's tax declaration 2017, where you can see the final sum to pay, due to the fact that we received the sum by Jeffrey in 2017 but it was not spent in the same year. I hope to recover part of it in 2018, but it is not sure yet, and this is the present situation. I obviously regret very much for the inconvenience, but the Italian tax system is very rigid. Let's be in touch for all, best wishes for the project, Giuseppe 2018-09-11 20:10 GMT+02

Hi, Peter,

Hi, Peter,

I enclose the last page of MIND's tax declaration 2017, where you can see the final sum to pay, due to the fact that we received the sum by Jeffrey in 2017 but it was not spent in the same year. I hope to recover part of it in 2018, but it is not sure yet, and this is the present situation. I obviously regret very much for the inconvenience, but the Italian tax system is very rigid.

Let's be in touch for all,
best wishes for the project,
Giuseppe

2018-09-11 20:10 GMT+02:00 Peter Fenwick <>:

Hi Giuseppe,
Any news from your accountant of the tax situation 2017, and 2018.
Thanks,
Peter

please note

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of

EFTA01023111

JEE

Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

EFTA01023112

📅 Sep 14, 2018

Re: FW: Invoices

From: jeffrey E.

To: Peter Fenwick

nonsense it was filled out this month he said last year. please no more of this sorry On Thu, Sep 13, 2018 at 11:46 AM, Peter Fenwick < > wrote: An email from Giuseppe about the tax situation. Look forward to chatting 'But understood no money' But evolution of mindll From: Giuseppe Bersani [mailto:] Sent: 12 September 2018 14:08 To: Peter Fenwick < Subject: Re: Invoices Hi, Peter, Hi, Peter, I enclose the last page of MIND's tax declaration 2017, where you can see the final sum to pay, due

nonsense it was filled out this month he said last year. please no more of this sorry

On Thu, Sep 13, 2018 at 11:46 AM, Peter Fenwick < > wrote:

An email from Giuseppe about the tax situation. Look forward to chatting 'But understood no money' But evolution of mindll

From: Giuseppe Bersani [mailto:]
Sent: 12 September 2018 14:08
To: Peter Fenwick <
Subject: Re: Invoices

Hi, Peter,

Hi, Peter,

I enclose the last page of MIND's tax declaration 2017, where you can see the final sum to pay, due to the fact that we received the sum by Jeffrey in 2017 but it was not spent in the same year. I hope to recover part of it in 2018, but it is not sure yet, and this is the present situation. I obviously regret very much for the inconvenience, but the Italian tax system is very rigid.

Let's be in touch for all,
best wishes for the project,
Giuseppe

2018-09-11 20:10 GMT+02:00 Peter Fenwick <>:

Hi Giuseppe,
Any news from your accountant of the tax situation 2017, and 2018.
Thanks,
Peter

please note

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of

EFTA01023111

JEE

Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

EFTA01023112

📅 Sep 14, 2018

RE: FW: Invoices

From: Peter Fenwick

To: 'Jeffrey E.' <jeevacation@gmail.com>

Thanks I will ask why but I did not see that. From: jeffrey E. [mailtoleevacation@gmailcom] Sent: 14 September 2018 00:31 To: Peter Fenwick Subject: Re: FW: Invoices nonsense it was filled out this month he said last year. please no more of this sorry On Thu, Sep 13, 2018 at 11:46 AM, Peter Fenwick < > wrote: An email from Giuseppe about the tax situation. Look forward to chatting 'But understood no money' But evolution of mindll From: Giuseppe Bersani [mailto:] Sent: 12 September 2018 14:0

Thanks I will ask why but I did not see that.

From: jeffrey E. [mailtoleevacation@gmailcom]
Sent: 14 September 2018 00:31
To: Peter Fenwick
Subject: Re: FW: Invoices

nonsense it was filled out this month he said last year. please no more of this sorry

On Thu, Sep 13, 2018 at 11:46 AM, Peter Fenwick < > wrote:

An email from Giuseppe about the tax situation. Look forward to chatting 'But understood no money' But evolution of mindll

From: Giuseppe Bersani [mailto:]
Sent: 12 September 2018 14:08
To: Peter Fenwick <
Subject: Re: Invoices

Hi, Peter,

Hi, Peter,

I enclose the last page of MIND's tax declaration 2017, where you can see the final sum to pay, due to the fact that we received the sum by Jeffrey in 2017 but it was not spent in the same year. I hope to recover part of it in 2018, but it is not sure yet, and this is the present situation. I obviously regret very much for the inconvenience, but the Italian tax system is very rigid.

Let's be in touch for all,
best wishes for the project,
Giuseppe

2018-09-11 20:10 GMT+02:00 Peter Fenwick <>:

Hi Giuseppe,
Any news from your accountant of the tax situation 2017, and 2018.
Thanks,
Peter

please note

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of

EFTA01023111

JEE

Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

EFTA01023112

📅 Sep 14, 2018

(no subject)

From: jeffrey E.

To: Richard Kahn

Good afternoon Mr Epstein, there is an unresolved issue with Glion. Technically I am still a student there. Without Richard Kahn's consent, they will not cancel the contract. please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly pro

Good afternoon Mr Epstein, there is an unresolved issue with Glion.

Technically I am still a student there. Without Richard Kahn's consent, they will not cancel the contract.

please note

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE

Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation®gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

📅 Sep 14, 2018 FROM EPSTEIN

Re: Cover Letter

From: jeevacation@gmail.com

To: Amy Dempsey

great thx On Fri, Sep 14, 2018 at 1:46 PM, Amy Dempsey <> wrote: I am sending the GSJ application to Erika to sign, we will hold the LSJ dock unless he ask for it. As soon as I receive it back from Erika I will send and will copy Jeffrey! With any luck we'll be back on track with dock application. Amy Claire Dempsey, M.A. President, Bioimpact, Inc P.O. Box 132 Kingshill St. Croix, U.S. Virgin Islands 00851 Fax On Fri, Sep 14, 2018 at 1:10 PM Jeffrey E. <jeevacation@gmail.com> wrote: lets s

great thx

On Fri, Sep 14, 2018 at 1:46 PM, Amy Dempsey <> wrote:

I am sending the GSJ application to Erika to sign, we will hold the LSJ dock unless he ask for it. As soon as I receive it back from Erika I will send and will copy Jeffrey!

With any luck we'll be back on track with dock application.

Amy Claire Dempsey, M.A.
President, Bioimpact, Inc
P.O. Box 132 Kingshill
St. Croix, U.S. Virgin Islands 00851

Fax

On Fri, Sep 14, 2018 at 1:10 PM Jeffrey E. <jeevacation@gmail.com> wrote: lets send , and yes erika should sign applicaiton

On Fri, Sep 14, 2018 at 12:15 PM, Amy Dempsey < > wrote:
Here's the cover letter sans LSJ dock.

Amy Claire Dempsey,
President, Bioimpact, Inc.
Box 132 Kingshill
St. Croix, U.S. Virgin Islands 00851
Fax
,

On Fri, Sep 14, 2018 at 11:14 AM Jeffrey E. <jeevacation@gmail.com> wrote: sorry but i jonathn did not mention anything else to do on Isl. just the docks on gsj. lets not deal with it unless he brigns it up. this is how this messs started.

On Fri, Sep 14, 2018 at 11:09 AM, Amy Dempsey < > wrote:
I just want us to be done forever. I think what happened is we resolved the dock back in 2009, and somehow the resolution got filed else where, its stupid to permit it again, but if he is offering this as the fastest resolution lets do it. I want to include a note that there is a shade structure so we won't have them come back again and say that its not permitted. If that is okay then I'll make a small change on the application from.

Do you want Erika to sign, I could ask her to do it today and we can get this all in and done.

Amy Claire Dempsey, M.A.

President, Bioimpact, Inc.

EFTA01023114

P.O. Box 132 Kingshill St. Croix, U.S. Virgin Islands 00851

Fax

On Fri, Sep 14, 2018 at 11:05 AM jeffrey E. <jeevacation@gmail.com> wrote: ok, whatever you want I trust you 100 %

On Fri, Sep 14, 2018 at 11:03 AM, Amy Dempsey < wrote: We agreed we would do an as•built of dock and permit it just like it is to resolve all outstanding issues.

Amy Claire Dempsey, M.
President, Bioimpact, Inc.
M. Box 132 Kingshill
St. Croix, U.S. Vi 'n Islands 00851

Fax

On Fri, Sep 14, 2018 at 11:01 AM jeffrey E. <jeevacation@gmail.cotn> wrote: all was agreed . to the best of my knowledge. i see no reason to re bring it up as jonathan said the only thing left was the rip rap on the point.

- On Fri, Sep 14, 2018 at 10:52 AM, Amy Dempsey < > wrote:

The dock was one of the compliance issues I really want it all settled so we can move forward. Was the shade structure ever permitted by ACE?

Amy Claire Dempsey, M.A.
President, Bioimpact, Inc.
P.O. Box 132 Kingshill
St. Croix, U.S. Vi 'n Islands 00851

Fax

On Fri, Sep 14, 2018 at 10:31 AM jeffrey E. <jeevacation@grnail.com> wrote: take out reference to the lsj dock , he just wants assurance that we will remove the cuurrent gsj dock after the others are built

On Fri, Sep 14, 2018 at 10:27 AM, Amy Dempsey
wrote:

Amy Claire Dempsey, M.A.
President, Bioimpact, Inc.
P.O. Box 132 Kingshill
St. Croix, U.S. Vi it Islands 00851
Fax

EFTA01023115

please note

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE

Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

please note

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE

Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation®gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

please note

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE

Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

EFTA01023116

please note

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE

Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

please note

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE

Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

please note

The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE

Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation®gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved

EFTA01023117

📅 Aug 9, 2018 REDACTED

(no subject)

From: Hosain Rahman

Jeffrey, Thanks for the conversation last week. I appreciate you sharing your perspective candidly and I want to apologize for the bad communication during that period of time. We should have been better regardless of the circumstances and challenges we were facing. In terms of how we move forward I propose the following: • We give you 40bps (0.40%) of Series A Preferred stock in the new company, Jawbone Health Hub, on a pro forma basis, so this would be the fully diluted ownership level afte

Jeffrey,

Thanks for the conversation last week. I appreciate you sharing your perspective candidly and I want to apologize for the bad communication during that period of time. We should have been better regardless of the circumstances and challenges we were facing.

In terms of how we move forward I propose the following:

• We give you 40bps (0.40%) of Series A Preferred stock in the new company, Jawbone Health Hub, on a pro forma basis, so this would be the fully diluted ownership level after the Series A financing is completed. This is more than what you (Mort) owned in the old company, fully diluted. Our records indicate that Mort had 33bps (0.33%) fully diluted in the old company in 2017.

• We would give you this stock for being a "Strategic Advisor to the Company" where you would give us advice time to time. For example you could give us insight on we should navigate the Middle Eastern markets as we seek to expand our distribution beyond Dubai, etc.

• This grant would effectively crease your ownership relative to before and unlike the old company this new stock will not be sitting underneath any debt or anything once the Series A is done. You will be at the top of the capitalization stack.

By way of background on the Jawbone Health Hub:

We are now building a personalized subscription healthcare service that uses continuous health data and combines machine intelligence with human medical insight to catch diseases and issues early and provides daily personal guidance for how users should manage themselves to mitigate issues and be their best. It's almost like personal health as server management. In phase 1 of the offering we screen folks for diabetes, hypertension, different types of arrhythmias, sleep apnea, obesity, and stress. We have completed clinical trials with Stanford, UCSF, Mayo, etc. with strong results and are rolling out the service already on a limited basis.

We are currently closing our Series A, legals does are done and out for a $45M raise at a $50M pre-money valuation with a targeted first closing in mid September. We've also already closed about $8M with a bunch of angels into a 20% discount convertible note to the Series A (so $40M pre) - this note will remain open until the first close of the Series A. You are obviously welcome to participate in any of these financing instruments of course if you want to but regardless we will give you the aforementioned pro-forma share grant of 0.40%.

Please let me know if you have any questions - I believe this proposal gives you a legitimate opportunity for capital recovery and a possibility for a return if we are successful. I do hope we can resolve things and be partners again.

Thanks,
Hosain

📅 Aug 16, 2018 REDACTED

(no subject)

From: jeffrey E.

Hosain, I received your August 9, 2018 email to which I respond as follows: 1. If I understand your email correctly, Jawbone Health Hub is offering to make me a "Strategic Advisor to the Company" and issue to me shares of its Series A Preferred Stock through which I would hold a .40% interest in the new Company on a fully diluted basis after the closing in September 2018 of the Company's Series A Preferred Stock financing. Taking you at your word, in light of what you assert is the new Company

Hosain,

I received your August 9, 2018 email to which I respond as follows:

1. If I understand your email correctly, Jawbone Health Hub is offering to make me a "Strategic Advisor to the Company" and issue to me shares of its Series A Preferred Stock through which I would hold a .40% interest in the new Company on a fully diluted basis after the closing in September 2018 of the Company's Series A Preferred Stock financing. Taking you at your word, in light of what you assert is the new Company's $50 MM pre-money valuation, after the closing of the Series A Preferred Stock financing in the amount of $45 MM, my holdings of Series A Preferred Stock in Jawbone Health Hub would be worth $380,000, a miniscule 3% of my more than $12 MM investment in AliphCom.

2. Although I understand why you might make such a proposal, $380,000 worth of initial stage stock of a company that is being pieced together from a failed venture that only a few years ago you told me was valued at $3.2 B does not provide a basis to resolve a fraud claim worth more than $12 MM. You suggest I should take comfort in this offer because it increases my percentage holdings from .33% at the time of

EFTA01023120

that venture's wholesale collapse to .40% of the new venture and my interest will be at the "top of the capitalization stack" and "will not be sitting underneath any debt." Those are the same representations you made when you wrongfully induced me to make my initial $10 MM investment in AliphCom. You also are proposing that I resolve my claims against both AliphCom and you personally in exchange for an investment in a company that will be run by the very same person who misled me about my prior investment.

3. Given your central role in this matter, it is important to me that you make good on your obligations to me personally, regardless of whether the Company has the ability to compensate me. I understand, however, that you are experiencing financial hardship and are not currently in any position to immediately make good on your obligations to me.

4. Therefore, as a counterproposal to resolve my claims against you and AliphCom, I would propose the following:

a. Subject to the completion of satisfactory due diligence to determine the legal and financial status of the Jawbone Health Hub, including its current valuation and the basis therefor, current assets, current debt, current capitalization, and any additional debt and stock issuance contemplated in the foreseeable future, as a resolution of Mort, Inc.'s claims against AliphCom, I would be prepared to accept appointment as a strategic advisor to the Company with appropriate exculpation and indemnities and an irrevocable issuance by the new Company to my designee of Series A Preferred Stock through which my designee would hold no less than a .40% interest in the new Company on a fully diluted basis after the closing in September 2018 of the Company's Series A Preferred Stock financing.

b. As a resolution of Mort, Inc.'s claims against you, individually, I would be prepared to accept your personal promissory note that matures in 5 years and is payable to me or my designee in a principal amount equal to 10% of the then current fair market value of all of your direct and indirect holdings of capital stock of Jawbone Health Hub or its successors or assigns, as constituted on the date of maturity ("HR's Jawbone Stock"), provided that no amount shall be due and payable under that promissory note until the fair market value of HR's Jawbone Stock is at least $10 MM (in which case the maturity date of the promissory note would be extended until such time) and that the maximum principal amount payable under that promissory note, regardless of the then current fair market value of HR's Jawbone Stock, shall not exceed $13 MM. The promissory note must be secured by a pledge of and first priority lien in all of HR's Jawbone Stock. For purposes hereof, HR's Jawbone Stock shall include, without limitation, assets, obligations, instruments, agreements, understandings or other arrangements, whether written or oral, owned by, issued to, and/or made with you, directly or indirectly, in connection with, as a result of, or in lieu of your directly or indirectly receiving or holding shares of capital stock of Jawbone Health Hub or its successors or assigns.

5. The foregoing proposal is an eminently fair exchange for my forbearance and better aligns our interests, so that I might have some assurance that I will eventually be compensated for the complete loss of my investment in AliphCom. Please advise me of your response so that we can have our attorneys prepare the necessary paperwork to document this settlement proposal.

6. This confidential settlement proposal is being made pursuant to Rule 408 of the Federal Rules of Civil Procedure to resolve disputed claims, and nothing provided herein shall be used in any way in any legal or administrative proceeding, or otherwise, including to establish or limit any claims, defenses, admissions and/or liability of any person or entity in any such proceedings.

Jeffrey

📅 Aug 23, 2018 REDACTED

(no subject)

From: hosain rahman

Jeffrey, I have some questions on this email. Can we schedule a time to discuss? Thanks, Hosain

Jeffrey,

I have some questions on this email. Can we schedule a time to discuss? Thanks, Hosain

📅 Aug 23, 2018 REDACTED

(no subject)

From: jeffrey E.

feel free to write those thoughts . It is simple , the obligation is yours. If you had a current net worth of over 100 million I would without a doubt use my resources to recover the monies that you received from me. and I think you would make the right decision and repay it. as you dont currently have the money I m suggesting a mechanism that delays my payment until you do. more than fair

feel free to write those thoughts . It is simple , the obligation is yours. If you had a current net worth of over 100 million I would without a doubt use my resources to recover the monies that you received from me. and I think you would make the right decision and repay it. as you dont currently have the money I m suggesting a mechanism that delays my payment until you do. more than fair

📅 Aug 31, 2018 REDACTED

(no subject)

From: Hosain Rahman

Jeffrey, My responses to your mail are below. Once you've had a chance to digest, let's get on the phone and discuss. Hosain, I received your August 9, 2018 email to which I respond as follows: 1. If I understand your email correctly, Jawbone Health Hub is offering to make me a "Strategic Advisor to the Company" and issue to me shares of its Series A Preferred Stock through which I would hold a .40% interest in the new Company on a fully diluted basis after the closing in September 2018 of t

Jeffrey,

My responses to your mail are below. Once you've had a chance to digest, let's get on the phone and discuss.

Hosain,

I received your August 9, 2018 email to which I respond as follows:

1. If I understand your email correctly, Jawbone Health Hub is offering to make me a "Strategic Advisor to the Company" and issue to me shares of its Series A Preferred Stock through which I would hold a .40% interest in the new Company on a fully diluted basis after the closing in September 2018 of the Company's Series A Preferred Stock financing. Taking you at your word, in light of what you assert is the new Company's $50 MM pre-money valuation, after the closing of the Series A Preferred Stock financing in the amount of $45 MM, my holdings of Series A Preferred Stock in Jawbone Health Hub would be worth $380,000, a miniscule 3% of my more than $12 MM investment in AliphCom.

Yes, the value of the shares is not equivalent to what you invested before and we can't make you whole at this time by giving you the value of the investment at the time you made it but we can give you an ownership level now that with some adjustments for future could get back to that level in the future. So that's what the thinking is here. There is a lot less liquidation preference now (and post Series A) than there was (verifiably) at the time of your investment (half of your initial investment was in common stock which served to blend down the overall valuation paid).

2. Although I understand why you might make such a proposal, $380,000 worth of initial stage stock of a company that is being pieced together from a failed venture that only a few years ago you told me was valued at $3.2 B does not provide a basis to resolve a fraud claim worth more than $12 MM. You suggest I should take comfort in this offer because it increases my percentage holdings from .33% at the time of that venture's wholesale collapse to .40% of the new venture and my interest will be at the "top of the capitalization stack" and "will not be sitting underneath any debt? Those are the same representations you made when you wrongfully Induced me to make my initial $10 MM investment in AliphCom. You also are proposing that I resolve my claims against both AliphCom and you personally in exchange for an investment in a company that will be run by the very same person who misled me about my prior investment.

I absolutely acknowledge that I made mistakes while running the last business. I have learned a ton of painful lessons from those mistakes. Those mistakes were never intentional and I don't agree that I misled you about your prior investment. I'm happy to walk through the point by point details put forth in the draft lawsuit your lawyer sent us and counter the claims. I don't know if that's what you want but I am of course willing to do it because I don't want there to be a misunderstanding. I want to resolve this situation as we discussed on the phone and make you whole eventually but it is really, really important to me that you don't continue to believe on a going forward basis that I misled or lied to you. For context I have not had a single other shareholder accuse me of this. I'm sure there are some who are angry at the mistakes I made but no one has accused me of fraud or lying. Some of the old investors are investing more money in the new Company.

3. Given your central role in this matter, it is important to me that you make good on your obligations to me personally, regardless of whether the Company has the ability to compensate me. I understand, however, that you are experiencing financial hardship and are not currently in any position to immediately make good on your obligations to me.

I am personally willing to backstop the delta between the value of the shares you get in Jawbone Health up to the maximum amount of $13M over some defined maturity period as outlined below if we can agree to an overall settlement as also outlined below.

4. Therefore, as a counterproposal to resolve my claims against you and AliphCom, I would propose the following:

EFTA01023118

a. Subject to the completion of satisfactory due diligence to determine the legal and financial status of the Jawbone Health Hub, including its current valuation and the basis therefor, current assets, current debt, current capitalization, and any additional debt and stock issuance contemplated in the foreseeable future, as a resolution of Mort, Inc.'s claims against AliphCom, I would be prepared to accept appointment as a strategic advisor to the Company with appropriate exculpation and indemnities and an irrevocable issuance by the new Company to my designee of Series A Preferred Stock through which my designee would hold no less than a .40% interest in the new Company on a fully diluted basis after the closing in September 2018 of the Company's Series A Preferred Stock financing.

As point of clarification: I can't resolve your claims against AliphCom as I personally no longer have any official affiliation to that Company. Sherwood Partners is responsible for AliphCom now on behalf of BlackRock and all claims towards AliphCom should be directed there.

I can, obviously, resolve your claims against me personally and I have the necessary approval/ability from the new Company to give you shares as part of a settlement agreement to resolve claims against me as they relate to the old Company.

As part of a complete settlement agreement I propose to increase the amount of the pro-forma post Series A share grant to be 0.50% in Jawbone Health - this increase is tied to a few points outlined below as well as in my response to 4b:

• Our interests should be aligned as completely as possible

• I believe it makes sense to work together to increase the value of the shares so that not only are you whole but you have an opportunity to make a return

• As part of your strategic advisory help to Jawbone Health I would like you to set up meetings for me as soon as practical to demonstrate our new health monitoring service with Sheik Mohammed Al-Maktoum, his son Sheik Hamdan, Sheik Mohammed bin Zayed, Prince Mohammed bin Salman and any other ruling/decision maker you think could be helpful to get us more customer partnerships in the GCC. Sheik Mohammed's private holding company is currently the majority shareholder in Jawbone Health and they are committed to being our first enterprise customer but we would like more visibility with the Sheik and to ultimately get his support in rolling our solution to the entire Emirati citizen population of Dubai and all government employees.

• I would like further brainstorm other market-making opportunities like what we see in Dubai with other regions and governments that you have strong relationships with and leverage those relationships for introductions and meetings that could lead to more customers for the Jawbone Health service.

We ask for administration purposes that your designee not be Mort but some other entity of your choosing. The diligence on Jawbone Health is not an issue, let me know how you want to proceed forward on doing that diligence.

b. As a resolution of Mort, Inc.'s claims against you, individually, I would be prepared to accept your personal promissory note that matures in 5 years and is payable to me or my designee in a principal amount equal to 10% of the then current fair market value of all of your direct and indirect holdings of capital stock of Jawbone Health Hub or its successors or assigns, as constituted on the date of maturity ('HR's Jawbone Stock'), provided that no amount shall be due and payable under that promissory note until the fair market value of HR's Jawbone Stock is at least $10 MM (in which case the maturity date of the promissory note would be extended until such time) and that the maximum principal amount payable under that promissory note, regardless of the then current fair market value of HR's Jawbone Stock, shall not exceed $13 MM. The promissory note must be secured by a pledge of and first priority lien in all of HR's Jawbone Stock. For purposes hereof, HR's Jawbone Stock shall include, without limitation, assets, obligations, instruments, agreements, understandings or other arrangements, whether written or oral, owned by, issued to, and/or made with you, directly or indirectly, in connection with, as a result of, or in lieu of your directly or indirectly receiving or holding shares of capital stock of Jawbone Health Hub or its successors or assigns.

As stated earlier I am willing to personally backstop any shortfall of the value of your shares in Jawbone Health below $13M effectively within the same construct you propose provided you are ok with providing the requested strategic help outlined above. I believe that the appropriate maturity period is more like 7 years than 5 years. So in 7 years a promissory note would payable to you or your designee in a principal amount equal to 10% of the then current fair market value of all of my direct and indirect holdings of capital stock of Jawbone Health Hub or its successors or assigns, as constituted on the date of maturity ("HR's Jawbone Stock'), provided that no amount shall be due and payable under that promissory note until the fair market value of HR's Jawbone Stock is at least S10 MM (in which case the maturity date of the promissory note would be extended until such time) and that the maximum principal amount payable under that promissory note, regardless of the then current fair market value of HR's Jawbone Stock, shall not exceed $13 MM. The fair market value of the shares at the time of maturity of the promissory note given to you in association with the 0.50% pro-forma grant will be deducted from any amount due under the construct above. So for example if the value of your granted shares was above $13M no monies would actually be due under the promissory note.

EFTA01023119

On the lien side I propose a 'springing lien" structure.

5. The foregoing proposal is an eminently fair exchange for my forbearance and better aligns our interests, so that I might have some assurance that I will eventually be compensated for the complete loss of my investment in AliphCom. Please advise me of your response so that we can have our attorneys prepare the necessary paperwork to document this settlement proposal.

If we are able to reach an agreement I would need a full release from you as part of the settlement agreement. The arrangement with me would need to be kept strictly confidential.

6. This confidential settlement proposal is being made pursuant to Rule 408 of the Federal Rules of Civil Procedure to resolve disputed claims, and nothing provided herein shall be used in any way in any legal or administrative proceeding, or otherwise, including to establish or limit any claims, defenses, admissions andlor liability of any person or entity in any such proceedings.

Please consider my proposal to fall under the same Rule 408.

Regards,

Hosain

📅 Sep 14, 2018

Re: Confidential Proposal - For Settlement Discussions Only

From: jeffrey E.

To: Hosain Rahman

im waiting for your response thx On Fri, Aug 31, 2018 at 2:16 AM, Hosain Rahman < > wrote: Jeffrey, My responses to your mail are below. Once you've had a chance to digest, let's get on the phone and discuss. Hosain, I received your August 9, 2018 email to which I respond as follows: 1. If I understand your email correctly, Jawbone Health Hub is offering to make me a "Strategic Advisor to the Company" and issue to me shares of its Series A Preferred Stock through which I would hold a .40% i

im waiting for your response thx

On Fri, Aug 31, 2018 at 2:16 AM, Hosain Rahman < > wrote:
Jeffrey,