EMAIL DETAILS

I echo Devon's comments. Well done!

Arlene

Arlene Busch
312-498-9595 (m)
202-333-1880 (w)


On Sep 20, 2012, at 3:51 PM, Devon Archer <darcher@rosemontseneca.com>
wrote:

Incredible work here John and Neil.

Let us pray!

From: John DeLoche <jdeloche@rosemontseneca.com>
Date: Thursday, September 20, 2012 3:47 PM
To: Hunter Biden <hbiden@rosemontseneca.com>, Eric Schwerin <
eschwerin@rosemontseneca.com>, Devon Archer <darcher@rosemontseneca.com>,
Neil Callahan <ncallahan@rosemontseneca.com>, Rob Walker <
rwalker@rosemontseneca.com>, Arlene Busch <abusch@rosemontseneca.com>
Subject: OSI update

Team,

I hope you are all well. Update on OSI is we have the deal fully financed
between Landmark and Riverwood. We are now in the last stages of
negotiating with the seller to determine if there is a structure we can
pursue that will accomodate all of the sellers' requirements. There are
some minority shareholders who object to being behind our preferred
security--this is a last minute surprise. We have reached out below to
attempt to structure a deal which would mitigate this. I also attach the
updated deal memo. Michael Marks is the founder of Riverwood and the former
CEO of Flextronics.

Best,

John


---------- Forwarded message ----------
From: John DeLoche <jdeloche@rosemontseneca.com>
Date: Thu, Sep 20, 2012 at 11:12 AM
Subject: Re: Open Silicon - Drafts of Financing Documents
To: Jonathan Holley <Jholley@bankalkhair.com>
Cc: Michael Marks <marks@rwcm.com>


Jonathan,

Michael and I wanted to reach out to let you know we are standing by for
your feedback on our offer and ready to work together to structure a deal
that will work for all sides. I recall you telling me you had a process to
go through with the minority shareholders and that some of them may not
want to sell. We are willing to work with you and them to develop a
structure that would accomodate them to the extent possible. This could
include buying part of the stake and also investing primary capital in OSI
to support its growth. It could include converting some portion of the
minority shareholders stake to preferred as appropriate. Our teams would
get on a plane and hash this out face to face if that would be helpful to
the process. We have other opportunities to pursue and need to allocate our
near term resources. As such, we appreciate your timely feedback on whether
there is a deal to be done here.

Best,

John


On Tue, Sep 18, 2012 at 10:21 AM, John DeLoche
<jdeloche@rosemontseneca.com>wrote:

> Jonathan,
>
> Michael and I await your feedback. I wanted to make sure you had a copy of
> the draft agreements our attorneys put together last month. Clearly we
> would need to modify these for the clean deal we are contemplating, but
> they would serve as a good basis for moving forward quickly.
>
> When is a good time to connect?
>
> Thanks,
>
> John
>
>
>
> ---------- Forwarded message ----------
> From: Klarich, Evan M. <EKlarich@mofo.com>
> Date: Mon, Aug 20, 2012 at 11:03 PM
> Subject: Open Silicon - Drafts of Financing Documents
> To: "Naveed.sherwani@open-silicon.com" <Naveed.sherwani@open-silicon.com>,
> "scott.houghton@open-silicon.com" <scott.houghton@open-silicon.com>
> Cc: "Phillips, Michael C." <MPhillips@mofo.com>, John DeLoche <
> jdeloche@rosemontseneca.com>
>
>
> Naveed and Scott,****
>
> ** **
>
> In connection with Open Silicon’s proposed private placement, attached
> please find our initial drafts of the Certificate of Incorporation, Series
> A-1 Preferred Stock Purchase Agreement, Common Stock Purchase Agreement and
> Promissory Note. Please note that these drafts have not been reviewed by
> our client, RSTP, and as such they remain subject to further comment. We
> look forward to working with you on this transaction.****
>
> ** **
>
> Regards,****
>
> Evan****
>
> ** **
>
> *Evan M. Klarich*
> Morrison & Foerster LLP |***www.mofo.com*
> 755 Page Mill Road | Palo Alto, CA 94304
> T: (650) 813-5675 | F: (650) 251-3719
> E: eklarich@mofo.com****
>
>
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> --
> John DeLoche
> *Managing Director*
> Rosemont Seneca Technology Partners
> One Market, Spear Tower, 36th Floor
> San Francisco, CA 94105
> office: 415 293 8147
> mobile: 415 793 7070
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--
John DeLoche
*Managing Director*
Rosemont Seneca Technology Partners
One Market, Spear Tower, 36th Floor
San Francisco, CA 94105
office: 415 293 8147
mobile: 415 793 7070

This email communication is privileged and confidential and is intended
only for the individuals or entities named above. Any unauthorized
dissemination of any of the contents of this email is strictly prohibited.
If you are not the intended recipient, please do not read, copy, use or
disclose to others the contents of this communication. Please notify the
sender that you have received this e-mail in error and then delete the
e-mail.


--
John DeLoche
*Managing Director*
Rosemont Seneca Technology Partners
One Market, Spear Tower, 36th Floor
San Francisco, CA 94105
office: 415 293 8147
mobile: 415 793 7070

This email communication is privileged and confidential and is intended
only for the individuals or entities named above. Any unauthorized
dissemination of any of the contents of this email is strictly prohibited.
If you are not the intended recipient, please do not read, copy, use or
disclose to others the contents of this communication. Please notify the
sender that you have received this e-mail in error and then delete the
e-mail