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Dear Rosemont Seneca Partners,

I hope that this email finds you well.

Our Rosemont Solebury Co-Investment Fund has an investment committee meeting
tomorrow.

However, we wanted to share the materials under consideration to keep you
abreast of what we are working on in New York, and a sense of how we
approach opportunities.

If you have any questions feel to let me know.

Kind regards,

Jonathan Lee Kelly

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*Memorandum*


To: Rosemont Solebury Investment Committee

From: Jonathan Lee Kelly

Date: Friday May 14th, 2010

Re: Meeting Materials: 5/19/10 Rosemont Solebury
Investment Committee

Cc: Jenny Stein McMahan

Enclosures: RS MagicJack Dealbook, RS Astro Dealbook, & RS Lexington
Dealbook


I hope that this email finds you well.

I wanted to take a moment to supply you with digital copies of the meeting
materials for our Rosemont Solebury Investment Committee Meeting this coming
Wednesday May 19th, 2010.

We are awaiting word from Alan on which time between 10AM and 2PM will work
best with his schedule, as soon as that time is confirmed I will send out a
calendar invite as everyone else was able to work that window of time.

Its worth nothing that while there will be three distinct deals up for
discussion at once; in fact it is only coincidental that they all require
our action at the same time:


· *Project Magic Jack* (*S1 Capital/Thomas Weisel Global Growth
Partners IV*) is a deal that we began working on in early *Q1* and only
recently got to close.

· *Project Astro* (*Ithmar Capital*) is a deal that came to us in
mid *Q2 *as a secondary direct and accordingly has a short window for
action.

· *Project Lexington* (*Zelnick Media/ZM Capital*) is a deal for *Q3
* that is a take private where we can be involved as a co-investor but it
will require a firm indication within the coming week of support subject to
final due diligence.


With respect to guidance for the investment committee in thinking about
capital commitments I have provided the table below to give you a sense of
what is possible. Note that under the guidance values for Rosemont
Solebury's Capital Commitment that we could entertain the possibility of
co-investment for our own Limited Partners.

[image: Picture1.gif]

It is also worth noting that based on our pipeline, relationships with
sponsors, and color on the private equity market, beyond the deals above we
reasonable expect to have another $5MM-$15MM in co-investable deal flow ( of
the caliber that we desire for investment committee consideration)that could
be deployed within calendar 2010 – though this is not guaranteed. Remember
that even though Airvana was an investment made in Q1 that we worked on it
from the start of the last quarter of 2009.

Please let me know if you have questions about the deals, deal materials,
etc. I can be reached over the weekend at 212.933.9965.

Kind regards,


Jonathan Lee Kelly


P.S. With respect to printed copies:

Victor & Alan – I have sent bound copies of the deal books to your
respective homes for Saturday delivery without signature required.

Rosemont – Printed materials available for you in the New York office early
next week.


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Jonathan Lee Kelly

Rosemont Capital, LLC
401 Greenwich Street, 4th Floor
New York, NY 10013

jkelly@rosemontcapital.com

+1.617.642.3186 (c)
+1.212.933.9965 (o