From: Boris Nikolic Sent: Monday, May 4, 2015 9:43 PM To: Jeffrey Epstein ([email protected]) Subject: FW: Please see a comment below. What do you think? Gunderson was always very worry about clawback issue B From: Steve R. Ray Sent: Monday, May 4, 2015 11:49 AM To: Boris Nikolic Subject: RE: Hi Boris, I realize from your perspective that Jeffrey's approach is attractive as you don't have to come out of pocket for the $400k up front. I just want to make sure you understand the clawback exposure. David won't sign up for any clawback, which effectively leaves you on the hook. Depending on the performance of Blue Talon and Digisite in relation to the rest of the companies in the Fund, the exposure could be significant — well in excess of $400k. In addition, the proposed form of agreement is different from the draft we tendered and the signed copies that came back, so it will take additional time for them to digest. I just want you to understand the clawback exposure and relative trade-offs of using a different form of agreement before proceeding. Jeffrey and his attorney apparently do not understand the clawback as they haven't addressed it. It's worth mentioning that Peter called me Friday and advised that they fully expected you to counter-offer the signed copies they sent. They were just hoping to get the ball moving and want you to sign anything you propose. Signing and delivering Jeffrey's proposal would effectively do that. Thanks, EFTA_R1_01630277 EFTA02502150