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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 Silicon¹s 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 <http://www.mofo.com>
> 755 Page Mill Road | Palo Alto, CA 94304
> T: (650) 813-5675 <tel:%28650%29%20813-5675> | F: (650) 251-3719
> <tel:%28650%29%20251-3719>
> 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 <tel:415%20293%208147>
> mobile: 415 793 7070 <tel:415%20793%207070>
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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 <tel:415%20293%208147>
mobile: 415 793 7070 <tel:415%20793%207070>

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.