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Model Email:

Dear Alice and Bill:

As you requested, please find attached a pro forma capitalization table for your Series A financing.
We’ve also reviewed your questions regarding how the financing will affect your ownership and
control of Cool Corp. going forward. Please see our responses inline below.

Please let me know if you have any questions or concerns. I’d be happy to jump on the phone to
discuss if it would be helpful. Provided you have no questions, once you confirm which Major Investor
threshold you’d like us to use, we will send the pro forma over to Alpha Fund for their comment.

Thanks,
A. Latham Attorney

Impact of the Series A Financing:

1. What is the Series A per share price? $2.15380

2. Major Investor Thresholds

a. At a 10% threshold, the following Series A Investors are “Major Investors” and
receive special rights and privileges:
i. Alpha Fund
ii. Tillie Bui
iii. Jessie Sullivan

b. At a 60% Major Investor threshold, only Alpha Fund is a Major Investor.

3. Founders’ fully-diluted capitalization:

Founder Pre-Money Post-Money


Bill Braxton 48.78% 34.46%
Alice Andra 48.78% 34.46%

4. What percent of the Series A Preferred Stock will Alpha Fund own? 60%

5. What percent of the total, post-money fully diluted will Alpha Fund own? 12%

6. If we proceed and, during a Series B Financing, the Series B investors want a board seat too,
can any single Series A Investor block that board size increase?

As Alpha Fund would own 60% of the Series A Preferred Stock following the proposed
financing, you would not be able to increase the size of the Board without Alpha’s consent.
Per the terms of the “Protective Provisions” section of the Term Sheet, the vote of the holders
of 55% of the Series A Preferred Stock is required to, among other things, approve an
increase in the size of the Board. Since this 55% threshold cannot be reached without Alpha,
Alpha has a blocking vote.

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