EFTA02502389.pdf

From: jeffrey E. <jeevacation@gmail.com> Sent: Monday, May 4, 2015 10:22 PM To: Boris Nikolic Subject: Re: FW: it is in exchange for a relase it is only vali= if the release is signed On Mon, May 4, 2015 at 5:55 PM, Boris Nikolic OK</=> rote: Just a quick question Q=8040 do I need something like that this promissory notes expires on May 1=th or so. If they do not counter si=n, there is a chance of dispute or default. I would rather have an e=piration on it From: jeffre= E. [mailto:jee=acation@gmail.com <mailtoieevacation@gmail.com> ] Sent: Monday, May 4, 2015 2:52 PM To: Boris Nikolic Subject: Re: FW: the clawback is not davids problem., it is you=s. gunderson has not moved your closer for 6 months now.=C24, , forget them and get it done wrote: On Mon, May 4, 2015 at 5:43 PM, Boris Nikolic Please see a comment belo=. What do you think?=u> Gunderson was always very=worry about clawback issue </a EFTA_R1_01630664 EFTA02502389 < = > <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 =C2* </=> <=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 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: Boris Ni=oli Sent: Monday, To: Steve R. Ray Subject: RE: Hi Steve, <1=> I am planning to sign thi= and send it today to Peter. <1=> Please can you just take = quick look. <1=> Currently I am offering 5.% of the upside and 150K. This 150K (currently at Biosys bank account) together with 100K that they already cash out is 250K — enough for=all cost and Boris Bentley <1=> Not sure if I need to pla=e an expiration date (May 15th?) <1=> If I do not hear from you= I will assume it is all OK and sign it and send it to Peter. <1=> B <1=> <1=> <1=> From: Steve Ray Sent: Sunday, May 3, 2015 10:03 PM To: Boris Nikolic Subject: RE: 3 EFTA_R1_01630666 EFTA02502391 Hi Boris, <1=> 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 tim= we considered this option, you were unwilling to guarantee the clawback a=d David was unwilling to assume the obligation. That's why w= abandoned the carry approach. </=> Steve <1=> <r p> Steve R. Ray Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP www.gun.er.com < ttp: www.gun er.com> 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: Boris Ni=olic Sent: Sunday, May Fina To: Steve R. Ray Subject: FW: </=> HI Steve=/u> </=> 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. 4 EFTA_R1_01630667 EFTA02502392 </a I am thinking of lowering=250K to 150K. Please let me know=u> <1=> 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 comment he=was not allow to tell outside their circle. </a 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> <1=> Thank you <1=> Boris <1=> <1=> Date: Sat, 2 May 2015 17:=0:15 -0400 Subject: From: 'eevacatio=@:mail.com <mailto:'eevacation@:mail.com> To please note</=pan> The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for 5 EFTA_R1_01630668 EFTA02502393 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 jeevacation@gmail.com <mailto:jeevacation@gmail.com> , and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved<=u> please no=e 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 jeevacation@gmail.com <mailtoleevacation@gmail.com> , 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 jeevacation@gmail.com <mailto:jeevacation@gmail=com> , and destroy this comm=nication and all copies thereof, including all attachments. copyright -=11 rights reserved 6 EFTA_R1_01630669 EFTA02502394