May 15th, 2011

Summary of Terms for Proposed Private

Placement 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 scene
and the EU startup scene
• build a network of highly connected people in SF, starting
with the founders of 500startups portfolio companies
• find a job in a disrupting startup as product manager,
product marketing manager or developer evangelist

Voting Rights: Except with respect to any matter relating to the Issuer’s
girlfriend and soon-to-be wife, the holder of Preferred will
have the right to influence every decision concerning the
Issuer’s professional career.

Protective Provisions:
Consent of Dave McClure will be required for: (i) accepting
any work position in Startups where he has not invested,
(ii) founding a company competing with one of Dave
McClure’s portfolio companies, (iii) any social event,
networking event or fun-related activity, (iv) any clothing
choice 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 will
deliver to Dave McClure an annual, quarterly and monthly
deal flow report on any deals that he has got knowledge of.

Dividend Provisions: A cumulative dividend on the Preferred will accrue from the
closing at an annual rate of 1 consumer internet deal, 1 social
media 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 founding
of a Startup refusing to take a 500startups investment.

Liquidation Preference:
-2-
In the event of a layoff of the Issuer from a non-Dave McClure
related company or the liquidation or winding up of one of his
numerous future startups, Dave McClure will be entitled to
receive in preference to the holders of any other preferred
stock or Common, assigned in any kind of other internships, 5
“hot” deals (“Hot” shall be defined as in “Yuri-is-bidding-on-
this” hot) and at least 10 future network introductions to
members of the Italian mob scene in San Francisco and New
York. (“Liquidation Amount”).

Board Representation and Meetings:
The Board will consist of two members: Stefano Bernardi and
Dave McClure. The Issuer has the right to appoint a Board
Observer selected by the Italian Startup Scene (the “Board
Observer”). The Board will meet at least once every day for a
period of two weeks and once every month for the following
12 months.

First Refusal Right for a Job Offer:
Noncompetition, Nonsolicitation,
Nondisclosure and Developments
Agreement:
So long as any of the Preferred is outstanding, if the Issuer is
offered a job in any startup company in the Bay Area, the
Issuer will first offer Dave McClure to be employed in one of is
portfolio companies at the same terms and conditions of the
offer.
The Issuer will enter into a noncompetition, nonsolicitation,
nondisclosure and developments agreement with Dave
McClure portfolio companies in a form reasonably acceptable
to the Investor.

Expenses: The Investor will pay the fees and expenses for the Issuers
stay in the Bay Area for a period of two weeks.

Finders: The Investors will indemnify the Issuer for any finder’s fees for
which it is responsible in the period of two weeks.

Confidentiality: This Summary of Terms and the identity of Stefano

Bernardi will be kept confidential prior to the Closing.

Due Diligence: After this term sheet is signed, Dave McClure will continue its
evaluation of the opportunity to invest in Stefano Bernardi
including understanding his potential, development skills and
internet badassery. During this time and until June the 15th
2011 (the “Exclusivity Period”), the Issuer will not, directly or
indirectly, offer to be employed at other Seed funds or
accelerators.

This Term Sheet expires on May 16th, 2010 at 12:00 PST unless extended upon mutual
agreement between Stefano Bernardi and Dave McClure. This Summary of Terms is non-
binding on either party and represents Stefano Bernardi’s submission for the “Shadow Dave
McClure” competition organized by InternMatch.