EFTA02502200.pdf

From: jeffrey E. <[email protected]> Sent: Monday, May 4, 2015 9:52 PM To: Boris Nikolic Subject: Re: FW: the clawback is not davids problem., it is yours.40=A0 gunderson has not moved your closer for 6 months now. =C24> , forget them and get it done On Mon, May 4, 2015 at 5:43 P wrote: Please see a comment belo=. What do you think?=u> Gunderson was always very=worry about clawback issue B From: Steve Ray Sent: Monday, To: Boris Nikolic Subject: RE: Hi Boris, I realize from your persp=ctive that Jeffrey's approach is attractive as you don't h=ve to come out of pocket for the $400k up front. I just want to make=sure you understand the clawback exposure. David won't sign up fo= any clawback, which effectively leaves you on the hook. Depending o= the performance of Blue Talon and Digisite in relation to the rest of the=companies in the Fund, the exposure could be significant — well in excess of $400k. In addition, the proposed form of=agreement is different from the draft we tendered and the signed copies th=t came back, so it will take additional time for them to digest. I j=st want you to understand the clawback exposure and relative trade-offs of using a different form of agreement before proceedi=g. Jeffrey and his attorney apparently do not understand the clawbac= as they haven't addressed it. EFTA_R1_01630348 EFTA02502200 It's worth mentio=ing that Peter called me Friday and advised that they fully expected you t= counter-offer the signed copies they sent. They were just hoping to get the ball moving and want you to sign anything you propose. Si=ning and delivering Jeffrey's proposal would effectively do that.<=> Thanks, Steve =C240 <=p> Steve R. Ray Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP Phone: This email and any attachments may contain private, confidential and privil=ged material for the sole use of the intended recipient. If you are not th= intended recipient, please immediately delete this email and any attachme=ts. From: Sent: Monday, May 04, 2015 11:06 AM To: Steve R. Ray Subject: RE: Hi Steve,</=pan> I am planning to sign thi= and send it today to Peter. Please can you just take = quick look. Currently I am offering 5=% of the upside and 150K. This 150K (currently at Biosys bank account) tog=ther with 100K that they already cash out is 250K — enough for all cost and Boris Bentley Not sure if I need to pla=e an expiration date (May 15th?) 2 EFTA_R1_01630349 EFTA02502201 If I do not hear from you= I will assume it is all OK and sign it and send it to Peter. B From: Steve =. Ra Sent: Sunday, Ma , . To: Boris Nikolic Subject: RE: Hi Boris,<Apan> David may find the propos=l acceptable as, per the draft agreement, you would effectively be guarant=eing any clawback obligation that David might otherwise owe. The last time we considered this option, you were unwilling to =uarantee the clawback and David was unwilling to assume the obligation.Q=A0 That's why we abandoned the carry approach. Steve ap> Steve R. Ray Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP This email and any attachments may contain private, confidential and privil=ged material for the sole use of the intended recipient. If you are not th= intended recipient, please immediately delete this email and any attachme=ts. 3 EFTA_R1_01630350 EFTA02502202 From Sent: Sunday, May 03, 2015 9:46 PM To: Steve R. Ray Subject: FW: </=pan> HI Steve Please find attached a do=ument Jeffrey's attorney wrote. This is in line what Jeff=ey discussed with Peter. It seems much easier stru=ture (and better for me as it does not tie up my 400k) I would like to send it s=gned to David. I am thinking of lowering=250K to 150K. Please let me know=u> Also — I talked t= Peter earlier in day. He brought up Boris' Bentley and admi=ted that he is one that told it to Jeffrey. He however is telling tha= this was only a joke and that he made it up — that he did not hea= it from David. I do not believe in this — that was a commen= he was not allow to tell outside their circle. This just made me certain=that this is my last offer to David. If they do not accept it,=would like that going forward we cease any communication with them.=u> Thank youq=pan> Boris 4 EFTA_R1_01630351 EFTA02502203 Date: Sat, 2 May 2015 17:=0:15 -0400 Subject: From: 'eevacatio= mail.com <mailto:'eevacation mail.com> To: please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to [email protected] <mailto:[email protected]> , and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved please =ote The information contained in this communication is confiden=ial, may be attorney-client privileged, may constitute inside informati=n, and is intended only for the use of the addressee. It is the propert= of JEE Unauthorized use, disclosure or copying of this communica=ion or any part thereof is strictly prohibited and may be unlawful. If =ou have received this communication in error, please notify us immediat=ly by return e-mail or by e-mail to [email protected] <mailto:jeevacation@gmail=com> , and destroy this comm=nication and all copies thereof, including all attachments. copyright -=11 rights reserved 5 EFTA_R1_01630352 EFTA02502204