Bergeson ATTORNEYS AT LAW 14, MARKET STREET, SUITE 600 SAN JOSE, CALFORWA 95133 TELEPHONE (408) 201-6200 FACSIMILE 408) 207-6000 vwrbeiav.com 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POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that I hereby make, constitute and appoint John D. Pernick and his firm, Bergeson, LLP, 111 N. Market Street, Suite 600, San Jose, Califomia 95113 (collectively, “my Attorneys”), true and lawl attomeys-in-fact for me and in my name, Place and stead and on my behalf, and for my use and benefit, to demand, request, review and copy on my behalf as a shareholder in Vungle, Inc, the documents and other materials identified in the accompanying demand letter (the “Demand” from Mr. Pemick directed to Vungle, Inc. to modify or supplement the Demand, and to reach such agreement with respect to the scope of the Demand, and the terms of the production of such documents requested, as my Attomeys deem appropriate. J further grant to my Attomeys full power to do and perform all and every act that I may legally do through an attorney-in-fact, and every proper power necessary to carry out the purposes for which the power is granted, with full power of substitution and revocation, hereby ratifying and affirming that which my Attomeys or their substitutes shall lawfully do or cause to be done by Virtue of the power conferred herein upon them. ‘The rights and powers of said attomeys-in-fact herein granted shall commence and shall be in fall force and effect from the date hereof, and such rights and powers shall remain in fall force and effect thereafter until I tender a written notice of termination. SS ZAIN JAFFERCALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 ‘Ro oppers arenes mone e Anotary public or other oficer completing this certificate verifies ony the ident of the individual who signed the document ‘to which this certificate is attached, and not the truthfulness, accuracy, or validity ofthat decument. State of California } County of ds on £2, 13 before me, Date personally-dppeared who proved to me on the basis of satisfactory evidence to be the person(@} whose namelg]Is/che’ subscribed to the within instrument and acknowledged to me that he/Ske#K@y executed the same in his/her ‘authorized capacity(as), and that by hisier/Reir signaturefe) on the instrument the personel, or the entity upon behalf of which the person acted, executed the instrument. | certify under PENALTY OF PERJURY under the Tra et laws of the State of California that the foregoing a) Notary PCa peragraph is true and correct. commseneBiasy WITNESS my hand and official seal pcm expres Oct 12.2021 Signature Place Notary Seal and/or Stomp Above ature of Notary Public OPTIONAL ) ‘Completing this information can deter aeration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document TW or Type of Document + “SPeatatex Ch re or Documenta ] 6 Subd of Pages: Signer(s) Other Then Named Above: —_— == Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's N} ‘1D Corporate Officer — Title(S) 1 Corporate Oricer — Title © Partner — 0 Limited o Gener 1 Partner ~ © Limi 10 Individual 1 Attomey in 1 Individual ney in Fact 1 Trustee 10 Guardian of Conser 1D Trustee cof Conservator 5 Other: Signer is Representin: 1D Other: Signer is Representing: ‘Susu BERNER NNN AUT SODE RA ENA AORAR AOR ©2017 National Notary AssociationEXHIBIT BMERIFICATION OF ZAIN JAFFER 1, Zain Jaffer, am an owner of shares of stock of Vungle, Inc. and make this verification, under oath, in connection with the accompanying Demand for Inspection of Books and Records of Vungle, Inc. Pursuant to 8 Del. C. § 220(the "Demand”). | verify that | have reviewed the Demand in advance of its service upon Vungle, Inc. and ‘hat the statements contained therein are true and correct to the best of my ability and knowledge. Imake this Verification and affirm it and the statements in the Demand to be true under penalty a2 ZAIN JAFFER of perjury under the laws of the State of Delaware.CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 _eerefeseres neB ARN e E n RN SOPRA ‘notary publicorather officer completing this certificate verifies ony the identity ofthe individual who signed the document ‘to which this certificate is attached, and not the truthfulness, accuracy, or validly ofthat document. State of California } county ot C2d2t0 Chg on 12,2018 veto ne bn Bal Ce 7 Nae gra Tile of he OFcor pers lly appédted = él S he d who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the seme in his/her/their ‘authorized capacityies), and that by his/her/thelr signature(s) on the instrument the person(s}, or the entity upon behaif of which the person(s) acted, executed the instrument. aaa | cary under PENALTY OF PERJURY under the 1 o) ait Catia laws of the State of California that the foregoing a & i comoncan E paragraph is true and correct. {RSP comission f \WITNESS my hand and oficial sea Signature ~ Poe Nea Seated Stone Above treo Notary Publ oPrionat Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document, Description of Attached Document. Title or Type of Document: Signer's Nami Signer's Name: A Corporate Offi : Corporate Officer - T? 1 Partner - 1 Limite 5 Partner ~ 0 Limited 1 Individual 1D Individual 0 Trustee O Trustee 10 Other: 15 Other Signer is Representing: Signer is Representing: