EMAIL DETAILS

Hi guys,


Here is the background on ClearPath. Once I connect with NCR later this
week I will get an indication of what they had in mind in introducing us.


Best,


Neil


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Neil Callahan

Rosemont Seneca

401 Greenwich Street, Suite 400 | New York NY 10013 | 212-933-9965 |
212-796-4037

1010 Wisconsin Avenue, Suite 705 | Washington DC 20007 | 202-333-1880

917-945-9516 (mobile)

866-749-8879 (fax)


From: Michael Petrucelli [mailto:mpetrucelli@iclearpath.com]
Sent: Monday, November 22, 2010 3:27 PM
To: ncallahan@rosemontseneca.com
Subject: ClearPath materials


Neil,


Again, it was great to see you last week! Attached are copies of the
presentation deck for ClearPath that we were walking through at the meeting
as well as the copies of the Subscription Agreement and Term Sheet for the
ClearPath Series B Preferred. Please note that the latter is written with
individual investors in mind, and is strongly geared toward what we viewed
as the initial $1M raise before the end of the year. The total raise,
however, as you know is $5M, so timing for us is really more a matter of
whether or not the tax benefit eligibility is relevant to our potential
investor. In other words, we are flexible on this front, and if you guys
wanted to participate in the round we would be happy to craft a term sheet
that takes your interests into account.


Please let me know if you have any questions. Many thanks!


Michael


cid:image003.png@01CAABD2.1E74BF90


Michael J. Petrucelli

President & CEO

ClearPath, Inc.

3 Bethesda Metro Center, Suite 700

Bethesda, MD 20816

www.iclearpath.com