Honest Tea

HONEST TEA: The offering (Exhibit 20-12) shows the current structure of shareholders ("pre-fundraising") as well as the structure after the issuance of additional share-warrant packages to third round investors ("postfundraising") as indicated in the offering. NOTE: the offering indicates that warrants can be called and converted in case of a liquidity event (e.g., trade sale, IPO or liquidation) if in-the-money. Those out-of-the-money become worthless. "Callable" means that the company/startup can call them back if the holder has not yet converted on his/her own. Common Shares 80 4 45 48 38 215 Warrants $5000 Warrants $10000 80 3 Warrants $15000 80 1 Warrants $25000 80 7 Warrants $50000 56 1 22 24 18.5 121.5 Warrants $75000 63 1

Pre-fundraising Founders Employees Seed investors First round investors Second round investors TOTAL

4

18.5 82.5

4

83

81

87

The table above details who holds how many shares and warrants at the time of negotiation; i.e., before the third financing round. For instance, first round investors hold 48 common shares and 24 warrants at exercise price (K) of $50000. This means that these warrants become in-the-money whenever shares are worth more than $50000. Currently , shares have been valued at $37000 (see offering). Common Shares 80 4 45 48 38 54 269 Warrants $5000 Warrants $10000 80 3 Warrants $15000 80 1 Warrants $25000 80 7 Warrants $50000 56 1 22 24 18.5 27 148.5 Warrants $75000 63 1

Post-fundraising Founders Employees Seed investors First round investors Second round investors Third round investors TOTAL

4

18.5 27 109.5

4

83

81

87

This table gives the structure of shareholders after the current round of financing ("post-fundraising"). This means that in case of a trade sale (for simplicity, suppose no shareholder exercised his/her warrant so far) at $40000 per share, all warrants below $40000 will be called by the company (note that the acquirer needs to anticipate in the share price the