< = > <1=> From: Steve =. Ram Sent: Monday, May 4, 2015 11:49 AM 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 under=tand the clawback exposure. David won't sign up for any claw=ack, which effectively leaves you on the hook. Depending on the perf=rmance of Blue Talon and Digisite in relation to the rest of the companies in the Fund, the exposure could be significant — =ell in excess of $400k. In addition, the proposed form of agreement =s different from the draft we tendered and the signed copies that came bac=, so it will take additional time for them to digest. I just want you to understand the clawback exposure and rela=ive trade-offs of using a different form of agreement before proceeding...CZ* Jeffrey and his attorney apparently do not understand the clawback a= they haven't addressed it. </=> 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 m=ving and want you to sign anything you propose. Signing and deliveri=g Jeffrey's proposal would effectively do that.</=> </a Thanks,<=u> Steve * </=> <=p> Steve R. Ray Gunderson Dettmer Stou•h Villeneuve Franklin & Hachi ian LLP www gu • p: ww.gun er.com> 2 EFTA_R1_01630665 EFTA02502390