EMAIL DETAILS

Did you ever send this to Marc? This doesn't seem to incorporate "escape clause" language yet. Not sure where Neil got this from and from whom, so maybe it was pre-Marc looking at it.

Eric D. Schwerin
eschwerin@rosemontseneca.com

Sent from my iPhone

Begin forwarded message:

> From: "Neil Callahan" <ncallahan@rosemontseneca.com>
> Date: October 15, 2010 11:42:37 PM EDT
> To: <hbiden@rosemontseneca.com>, <eschwerin@rosemontseneca.com>, "'Devon Archer - RSeneca'" <darcher@rosemontseneca.com>, "'Chris Heinz'" <cheinz@rosemontseneca.com>
> Subject: RSA Term Sheet & Go Forward Items
> Reply-To: <ncallahan@rosemontseneca.com>
>

> Hey guys,
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> It looks like we have a Term Sheet back that looks fairly reasonable to me.
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> The major edits as I see them are:
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> · All inventions or innovations would revert back to Vide ownership if RSA ceased to exist
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> · Rob Mitchell was not specified under RSP
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> · Removal of a suggested $50,000 contribution by Vide
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> · Definition of time based on a 40 hour work week
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> · Change of % of time from Curt (50>40), Ronnie (25>10) and Thad (25>10)
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> · Suggested members of company management / board: Hunter, Eric, Chris, Devon, Curt, Ronnie, Thad, Michael
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> I think the edits are generally what I expected. We will not get any significant time from Ronnie or Thad and we’ll get about half of Curt’s time to basically build a Product/Company around. We’ll need to develop a way to build our “Analyst” capability to work with Curt. And we’ll need to replicate Curt and the Analyst capability to reduce risk one we get to a proof of concept that has traction. Michael will be helpful as a sales and business development person. But Curt is basically who we are betting on, full stop. And based on my time with him during the past few months, I think it’s a good bet.
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> I am not sure why I’d not be part of management. I think I would need to be if I was going to do this and based on the level of effort I’ve put into this over the past 5 months.
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> I think the most serious risks that remain are:
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> · We need the legal company behind “Vide” to execute the Term Sheet, but we could proceed in good faith that these details will come as the Vide team sorts themselves out
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> · To begin true commercial operations – we taking money from customers and doing something for them – we will need to be on a Vide platform that we are sourcing our product and analysis from (software, dataset, datacenter, support team) Based on my conversations with Curt and based on my experience this would require the procurement of a co-located datacenter, $300k of new equipment and 8-10 weeks of set up time to get to a production environment ready to do business. So ideally Vide will start this process “now” so we can start doing real business 10 weeks out. We’ll need to require them to start and completer this process.
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> · Figuring out the RSP side of it:
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> o What are our roles and responsibilities and how do to we participate in RSA, etc.
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> o How to we balance building out RSA in the context of the other commitments and initiatives within RSP today
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> On the Product Side, Curt, Devon and I have made good progress on the Australia report over the past month. We are on track to have a completed report by the end of October and will get together with Curt the 1st week of November to review and discuss.
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> So we are right on schedule and should be in a position to start booking meetings and doing pitch meetings in mid-November. (Assuming we start working on RSA in earnest next week)
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> So this is great news. The ball is now in our court to finalize the Term Sheet and all of the business planning, marketing, product definition, etc - there are activities that we have agreed to lead and do as per the Term Sheet.
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> Definitely share your feedback on the Term Sheet and my comments.
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> I will be in the middle of conference in Las Vegas drumming up leads for this as well as Fund Advisory on Monday.
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> I can certainly attend the Management Status call at 3pm EST, but if you would not want me on the call to allow you guys talk, just let me know.
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> Great job everyone; this was a lot of hard work, patience and perseverance to get to this point.
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> Have a great weekend.
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> Best,
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> Neil
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> ------------------------------------------------------------------------------------------
>
> Neil Callahan
>
> Rosemont Seneca
>
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>
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>
> 917-945-9516 (mobile)
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>
>
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