May 15th, 2011
Summary of Terms for Proposed PrivatePlacement of Series Shadow Preferred Stock
Investors: Dave McClure, a fairly crazy USA citizen (the “Investor”).Issuer: Stefano Bernardi, a similarly crazy Italian citizen.Type and Amount of Investment: Time, two weeks.Type of Security: Series Shadow Convertible Preferred Stock (“Preferred”).
Rights, Preferences, Privileges and Restrictions of the Investor
:Use of Proceeds: The proceeds from this investment round will be used to:
become a master in internet marketing
learn how to identify, recruit, retain and invest in talent
learn how to launch fast and kill features
understand the differences between the US startup sceneand the EU startup scene
build a network of highly connected people in SF, startingwith the founders of 500startups portfolio companies
find a job in a disrupting startup as product manager,product marketing manager or developer evangelistVoting Rights: Except with respect to any matter relating to the Issuer’sgirlfriend and soon-to-be wife, the holder of Preferred willhave the right to influence every decision concerning theIssuer’s professional career.Protective Provisions: Consent of Dave McClure will be required for: (i) acceptingany work position in Startups where he has not invested,(ii) founding a company competing with one of DaveMcClure’s portfolio companies, (iii) any social event,networking event or fun-related activity, (iv) any clothingchoice that could even remotely please Chris Sacca and (v)any vacation that could conflict with a GeeksOnAPlane event.Information Rights: So long as any of the Preferred is outstanding, the Issuer willdeliver to Dave McClure an annual, quarterly and monthlydeal flow report on any deals that he has got knowledge of.Dividend Provisions: A cumulative dividend on the Preferred will accrue from theclosing at an annual rate of 1 consumer internet deal, 1 socialmedia deal and 1 Groupon clone and will compound annually.Such dividend will be due and payable only (i) when, as and if declared by the Issuer, (ii) upon the laying off of the Issuer from a non-Dave McClure related company, (iii) the foundingof a Startup refusing to take a 500startups investment.