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Bergeson ATTORNEYS AT LAW 14, MARKET STREET, SUITE 600 SAN JOSE, CALFORWA 95133 TELEPHONE (408) 201-6200 FACSIMILE 408) 207-6000 July 17, 2017 Via Hand Delivery and Email Mr. Rick Tallman Chief Executive Officer Vungle, Inc. 185 Clara Street San Francisco, CA 94107 Re: Demand for Inspection of Books and Records to Vungle, Inc. Pursuant to 8 Del. C. § 220 Dear Mr. Tallman: I write on behalf of my client, Zain Jaffer. Mr, Jaffer is presently and at all relevant times was an owner of shares of stock in Vungle, Inc. (“Vungle”). Attached as Exhibit “A” is a tme and correct copy of a duly executed Special Power of Attorney from Mr. Jaffer authorizing me to act on behalf of Mr. Jaffer in connection with this demand for all proper purposes under Delaware law. Also attached to this letter as Exhibit “B” is Mr. Jaffer’s verification of the accuracy of the statements contained herein. 1 am contemporancously serving a copy of this letter on Bradley Gershich, Esq., who has been involved in related communications. BOOKS AND RECORDS DEMANDED. On behalf of Mr. Jaffer, I hereby request that, pursuant to Section 220 of the Delaware General Corporation Law (the “DGCL"”), Vungle make the following books and records available for inspection and copying during the usual hours of business within five (5) business days of the receipt of this letter. 1. Documents showing the names and addresses of all stockholders of Vungle including identification of beneficial holders whose stock is held in the name of depository nominees or by brokerage firms and financial institutions, and all lists of beneficial stockholders available to Vungle (to the extent available, this information should be provided on computer disk ina readable format) and for each such stockholder, the number of shares of each class of shares held by such stockholder. Mr. Rick Tallman Chief Executive Officer Vungle, Ine, July 17, 2017 Page 2 THE JUSTIFICATIONS FOR THE BOOKS AND RECORDS DEMANDS ‘The purpose of this demand is to enable Mr. Jaffer to communicate with Vungle shareholders to ascertain whether they desire to effect a change in the board of directors, and whether they desire to sell their stock or purchase his stock. Examination of ‘company records for the purpose of enabling communications with other sharcholders is a long-recognized proper purpose under Section 220. See, e.g., E.L. Bruce Co. v. State, 144 A.2d 533, 534 (Del. 1958) (inspection of stock ledger to solicit proxies at shareholders’ meeting or to facilitate purchase of shares from other sharcholders is a proper purpose); Tanmetics v. A.J. Indus., 1974 Del. Ch. LEXIS 118 3 (“{IJt is now settled law in Delaware that inspection of a stock list is proper when it is sought for the purpose of purchasing additional shares of a company’s stock, a project which obviously ‘entails communication”), Mr. Jaffer is considering various options with respect to Vungle and his shares of Vungle. He has considered selling some portion of his Vungle shares. However, he is also considering pursuing a leadership change at Vungle through calling for a shareholders meeting for the purpose of voting on a new board of directors and/or purchasing additional shares of Vungle stock. Communicating with Vungle sharcholders ‘ith respect to their interest in purchasing or selling Vungle stock or in a change in the board of directors is an entirely proper purpose for Mr. Jaffer’s request to inspect the shareholder information that will enable him to make these communications. To the extent that any of the documents to be produced by Vungle, pursuant to the requests set forth above, legitimately warrant confidential treatment, we are amenable to centering into an appropriate agreement for such treatment, so long as such confidentiality requirements do not impair Mr. Jaffer’s ability to use the information therein in connection with his efforts to sell his Vungle stock. JP:cb Enclosures ce: Bradley Gersich, Esq. EXHIBIT A