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Talked to Neil on this. Told him we had sat down with Michael and this draft reflects our input and we were waiting to hear from Marc (I talked to him yesterday) on the escape clause language. He was concerned that he wasn't on the Board and that Rob was dropped from this effort on the term sheet and I told him that the Board needed to be four and four for balance and the Board members down the road could be changed these were merely placeholders. Also, said Rob's removal was also just for the term sheet but that this might not be the appropriate role for him either. (He said he got the sense Thad might see him within IPS where he could be controlled and he had the indication that Rob might have been to direct with Thad about what the customers want from their product.) I told Neil he also needed to think where he wanted to focus his time and it would be hard to do this and Global Risk. I told him to think about it and we should talk more later.


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: "Neil Callahan" <ncallahan@rosemontseneca.com>
Date: October 21, 2010 9:47:10 AM EDT
To: <hbiden@rosemontseneca.com>, <eschwerin@rosemontseneca.com>, "'Devon Archer - RSeneca'" <darcher@rosemontseneca.com>, "'Chris Heinz'" <cheinz@rosemontseneca.com>
Subject: RSA Term Sheet Comments - Suggested Approach
Reply-To: <ncallahan@rosemontseneca.com>

Hey guys,

I traded messages with Chris on an approach to working through comments.

Can Hunter/Eric review and turn around comments/a revision as first step?

Can you guys turn this around by end of day tomorrow and send out to me, Devon and Chris?

Then we can review and discuss on Monday’s Management Status.

As of tomorrow, we’ll have had the Term Sheet for 1 week, so I’d like to pick up the pace and try and get a revised version back to Vide by early next week.

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
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