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FYI, the revised agreement is attached. I am just going to run it by Ann and Marc L. to make sure they are all good with everything - changes are pretty extensive so I think I need to run it by them one more time. I think it was just a lawyer trying to justify billing hours but there is some regulatory stuff I need Ann to look at. Ann is in Italy this week (maybe you'll run into her) but I'll try and get a sign off ASAP. Won't delay this any more than it has been.


Eric D. Schwerin
Rosemont Seneca Partners, LLC
1010 Wisconsin Ave., NW
Suite 705
Washington, DC 20007
(202) 333-1880
eschwerin@rosemontseneca.com
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Begin forwarded message:

From: John DeLoche <john@rstp.com>
Subject: Fwd: RSPI Placement Agmt RSTP
Date: April 2, 2014 at 3:10:12 PM EDT
To: Eric Schwerin <eschwerin@rosemontseneca.com>, Dan McHale <dmchale@rspinv.com>

Eric and Dan,

Please find attached. Sorry for the delay here as we had been waiting for Gunderson to get the markup back to us. Now that we have the markup we have consistency with the TIA agreement and are ready to execute and get started.

If these changes are acceptable, please send us an executed version we will countersign.

Looking forward to working together!

Best,

John

John DeLoche
Co-founder and Managing Director
Rosemont Seneca Technology Partners
333 Bush Street, 21st Floor
San Francisco, CA 94104
office: 415 767 1288
mobile: 415 793 7070

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---------- Forwarded message ----------
From: Brian C. Patterson <bpatterson@gunder.com>
Date: Wed, Apr 2, 2014 at 11:39 AM
Subject: RSPI Placement Agmt RSTP
To: "John DeLoche (john@rstp.com)" <john@rstp.com>


John,


The markup to the placement agent agreement is attached. Sorry about the delay on this. The goal was to have this mirror in substance the agreement with TIA.


There is already a list of Covered Persons for which a fee would be due. I didn’t focus on or review that. I did add a list of excluded investors for which a fee would not be due (this is the same approach as taken in the TIA agreement). This list will need to be completed by you.


Let me know if you have any questions.


Thanks

Brian


Brian C. Patterson

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
1200 Seaport Boulevard
Redwood City, CA 94063
Phone: 650-463-5276 | Fax: 650-321-2800
bpatterson@gunder.com | www.gunder.com

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