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CONFIDENTIAL December , 2012 Mr. Larry Cohen, Manager Business Operations bgC3 LLC RE: Letter of Understanding Regarding New Investment Entity Dear Larry: This letter sets forth certain ge

Boris Nikolic ("BN"). BN has previously entered into an Employment Agreement with bgC3. This letter does is not intended to alter the terms of that Employment Agreement, including without limitation the "at will" and "confidentiality" provisions of the Employment Agreement. Company Formation The parties anticipate

gence on such Opportunities as the Owner determines to be appropriate in SE-251912 vl EFTA00585571 his sole discretion; and • Coordinating with Larry Cohen to provide business management and communication services for the Company. No Obligation Notwithstanding anything in this letter to the contrary,

the terms of which are hereby ratified by BN. Except as may be explicitly set forth herein, this letter does not intend to alter the terms of that Employment Agreement, including without limitation the "at will" and "confidentiality" provisions of the Employment Agreement. Company Formation The parties anticipate

gence on such Opportunities as the Owner determines to be appropriate in SE-251912 vl EFTA00585567 his sole discretion; and • Coordinating with Larry Cohen to provide business management and communication services for the Company. No Obligation Notwithstanding anything in this letter to the contrary,

the terms of which are hereby ratified by BN. Except as may be explicitly set forth herein, this letter does not intend to alter the terms of that Employment Agreement, including without limitation the "at will" and "confidentiality" provisions of the Employment Agreement. Company Formation The parties anticipate