Thread-Index: AdhhqKR7J/i4E9dwRk+2GdQIvYrAsw== X-MimeOLE: Produced By Microsoft MimeOLE Content-class: urn:content-classes:message Importance: normal Priority: normal Delivered-To: hbiden@rosemontseneca.com Received: by 10.217.128.14 with SMTP id dq14csp95019web; Sat, 19 Apr 2014 10:08:32 -0700 (PDT) X-Received: by 10.229.116.193 with SMTP id n1mr27101378qcq.10.1397927311452; Sat, 19 Apr 2014 10:08:31 -0700 (PDT) Return-Path: Received: from mail-qa0-f42.google.com (mail-qa0-f42.google.com [209.85.216.42]) by mx.google.com with ESMTPS id h5si13297869qas.165.2014.04.19.10.08.30 for (version=TLSv1 cipher=ECDHE-RSA-RC4-SHA bits=128/128); Sat, 19 Apr 2014 10:08:31 -0700 (PDT) Received-SPF: neutral (google.com: 209.85.216.42 is neither permitted nor denied by best guess record for domain of darcher@rosemontseneca.com) client-ip=209.85.216.42; Authentication-Results: mx.google.com; spf=neutral (google.com: 209.85.216.42 is neither permitted nor denied by best guess record for domain of darcher@rosemontseneca.com) smtp.mail=darcher@rosemontseneca.com Received: by mail-qa0-f42.google.com with SMTP id k15so2575205qaq.29 for ; Sat, 19 Apr 2014 10:08:30 -0700 (PDT) X-Google-DKIM-Signature: v=1; a=rsa-sha256; c=relaxed/relaxed; d=1e100.net; s=20130820; h=x-gm-message-state:references:mime-version:in-reply-to:content-type :content-transfer-encoding:message-id:cc:from:subject:date:to; bh=1LLGJCDyUpaCw1RCibR3GX9lsMMQN09AtlC7ruIo0s8=; b=OWffp5SgmMZkLQOZezmL2faZni4y+3SZ5ruS14ATliJFJaHNVuNYjoPVX8RvRxj+yA Bp+M3O9Ju2RdWWCQw/xDofbh8f4dQyVQaDDg9q3zHQ1f+1AXjrs3Dk4B+FDXTJoFzg1e t1WoYX7Ept1Dot9IhJ/Hh8bQ/7AjuyS3zOXPZv8FtwgdWFK0uaMu3xJas+SZNFv/ShM9 xvc25nJMqG/hlx/uwrx6P+sOIEdrh/FX2fKiaZcYkUv/W75AMrcog5stEicmlE/Mk+J1 h/fZjMSUxyxTWgM4Lz818L8VKprjzdYhYa6TX3ovjpYQk9ZGem0w3N1q7Tr8xXbhEq39 9Kow== X-Gm-Message-State: ALoCoQmaRWR2pwAOhy2ZXmfh/h7OoLC2TtZpPjeXC/xenDmi8U0AxHibdlraZvoCNO9+ONxbkTeg X-Received: by 10.140.24.196 with SMTP id 62mr14478772qgr.45.1397927310693; Sat, 19 Apr 2014 10:08:30 -0700 (PDT) Return-Path: Received: from [10.110.74.197] (mobile-198-228-194-104.mycingular.net. [198.228.194.104]) by mx.google.com with ESMTPSA id v65sm6657516qgd.15.2014.04.19.10.08.29 for (version=TLSv1 cipher=ECDHE-RSA-RC4-SHA bits=128/128); Sat, 19 Apr 2014 10:08:29 -0700 (PDT) References: <881D8ED2-50DB-4F99-8D65-6E42619C1B72@rosemontseneca.com> <0DFC1CAC-1FE2-4C13-BB4F-E28035796439@rosemontseneca.com> <40D34421-8C00-4DEF-9CAF-839549E3ED2C@rosemontseneca.com> MIME-Version: 1.0 In-Reply-To: <40D34421-8C00-4DEF-9CAF-839549E3ED2C@rosemontseneca.com> Content-Type: multipart/alternative; boundary="Apple-Mail-E5C8EEAB-0800-4BA1-988D-2F0A3F4C8CC9" Content-Transfer-Encoding: 7bit Message-ID: Cc: "John DeLoche" , "Hunter Biden" , "Neil Callahan" X-Mailer: iPhone Mail (11D167) From: "Devon Archer" Subject: Re: GP/Management Company Ownership Date: Sat, 19 Apr 2014 13:08:28 -0400 To: "John DeLoche" This is a multi-part message in MIME format. --Apple-Mail-E5C8EEAB-0800-4BA1-988D-2F0A3F4C8CC9 Content-Transfer-Encoding: quoted-printable Content-Type: TEXT/PLAIN; charset="us-ascii" I do not agree not does Hunter. I may agree with a compromise but absolutel= y not equal dilution at 20%s. Hunter is 50/50 with his team and I'm 50/50 w= ith Heinz so we're already lower percentages than you and Neil. Discuss wit= h you Monday.=20 Devon Archer 646 436 3745 > On Apr 19, 2014, at 12:49 PM, John DeLoche w= rote: >=20 > For fees, that fine for this fund and the compromise we are willing to mak= e. We can revisit that for fund 3.=20 >=20 > However, for GP ownership, Will Lee should dilute all of us equally. As sh= ould anyone else we eventually bring in.=20 >=20 > I'm around to discuss today. This is a very important point for Will, Neil= and me and why we have been working for no compensation as we have got this= effort off the ground.=20 >=20 > Sent from my iPhone >=20 >> On Apr 19, 2014, at 9:42 AM, Devon Archer wr= ote: >>=20 >> Ok. Stick with 50/50 as is. >>=20 >> Devon Archer >> 646 436 3745 >>=20 >>> On Apr 19, 2014, at 12:31 PM, John DeLoche = wrote: >>>=20 >>> We can't leave NB hanging on this. They are trying to go to final invest= ment committee a week from Monday. We are a small partnership so I would hop= e we can solve over the weekend/today.=20 >>>=20 >>> Sent from my iPhone >>>=20 >>>> On Apr 19, 2014, at 8:53 AM, Devon Archer w= rote: >>>>=20 >>>> Thanks John. This has to wait until Monday but we will come back with o= ur position relative to your suggestion.=20 >>>>=20 >>>> Devon Archer >>>> 646 436 3745 >>>>=20 >>>>> On Apr 19, 2014, at 11:26 AM, John DeLoche wrote: >>>>>=20 >>>>> Guys, >>>>>=20 >>>>> Very excited about where we are in the process--we are very close to m= aking RSTP a huge success. >>>>>=20 >>>>> We need to close out on the ownership of the management company. NB ha= s asked the direct question and we need to respond to them on this and many o= ther fronts by Monday. We are also cranking this weekend on the Metabiota me= mo and the Counsyl follow up to respond to them by Monday.=20 >>>>>=20 >>>>> Our original pre-Will split was 50% to RS 50% to me and Neil. Neil and= I think that we should all be diluted equally for the admission of Will to t= he partnership and he should get 20% (just like we diluted ourselves equally= for the admission of Alex stanton in the GP for RSTP I). We discussed this a= s our position at least since last Summer. We are still fine on the 50/50 fe= e split as discussed and as we have been splitting the fees.=20 >>>>>=20 >>>>> NB is likely to ask us to amend our documents to make Will a key man w= hich is probably appropriate. Will has been a driving force in getting us to= where we are and if someone has an argument as to why they should be dilute= d less for his inclusion, please speak it.=20 >>>>>=20 >>>>> This is also how we did the fee split (net of GP contribution) for our= first closing and it is also how we filed our tax returns.=20 >>>>>=20 >>>>> Let's get on a call this weekend to ratify the management company owne= rship. >>>>>=20 >>>>> Thanks, >>>>>=20 >>>>> John >>>>>=20 >>>>> John DeLoche >>>>> Co-founder and Managing Director >>>>> Rosemont Seneca Technology Partners >>>>> 333 Bush Street, 21st Floor >>>>> San Francisco, CA 94104 >>>>> office: 415 767 1288 >>>>> mobile: 415 793 7070=20 >>>>>=20 >>>>> This email communication is privileged and confidential and is intende= d only for the individuals or entities named above. Any unauthorized dissemi= nation of any of the contents of this email is strictly prohibited. If you a= re not the intended recipient, please do not read, copy, use or disclose to o= thers the contents of this communication. Please notify the sender that you h= ave received this e-mail in error and then delete the e-mail --Apple-Mail-E5C8EEAB-0800-4BA1-988D-2F0A3F4C8CC9 Content-Transfer-Encoding: quoted-printable Content-Type: TEXT/HTML; charset="utf-8"
I do not agree not does Hunter.  = I may agree with a compromise but absolutely not equal dilution at 20%s. &nb= sp;Hunter is 50/50 with his team and I'm 50/50 with Heinz so we're already l= ower percentages than you and Neil.  Discuss with you Monday. 
=
Devon Archer
646 436 3745

On Apr 19, 2= 014, at 12:49 PM, John DeLoche <jdeloche@rosemontseneca.com> wrote:

For fees, that fine for this fund and the compromise we a= re willing to make.  We can revisit that for fund 3. 
However, for GP ownership, Will Lee should dilute all of us equ= ally. As should anyone else we eventually bring in. 

I'm around to discuss today. This is a very important point for Will,= Neil and me and why we have been working for no compensation as we have got= this effort off the ground. 

Sent from my iPhone

On Apr 19, 2014, at 9:42 AM, Devon Archer <darcher@rosemontseneca.com> wrote:

Ok. Stick with 50/50 as is.

De= von Archer
646 436 3745

On Apr 19, 2014, at 12= :31 PM, John DeLoche <jdel= oche@rosemontseneca.com> wrote:

We can't leave NB hanging on this. They are trying to go to final i= nvestment committee a week from Monday. We are a small partnership so I woul= d hope we can solve over the weekend/today. 

Sent from my= iPhone

On Apr 19, 2014, at 8:53 AM, Devon Archer <darcher@rosemontseneca.com> wrote= :

Thanks John.  This has t= o wait until Monday but we will come back with our position relative to your= suggestion. 

Devon Archer
646 436 3745

On Apr 19, 2014, at 11:26 AM, John DeLoche <john@rstp.com> wrote:

Guys,

Very excited about whe= re we are in the process--we are very close to making RSTP a huge success.

We need to close out on the ownership of the managem= ent company. NB has asked the direct question and we need to respond to them= on this and many other fronts by Monday. We are also cranking this weekend o= n the Metabiota memo and the Counsyl follow up to respond to them by Monday.=  

Our original pre-Will split was 50% to RS 50% to me and N= eil. Neil and I think that we should all be diluted equally for the admissio= n of Will to the partnership and he should get 20% (just like we diluted our= selves equally for the admission of Alex stanton in the GP for RSTP I). We d= iscussed this as our position at least since last Summer. We are still fine o= n the 50/50 fee split as discussed and as we have been splitting the fees.&n= bsp;

NB is likely to ask us to amend our documents to make Wi= ll a key man which is probably appropriate. Will has been a driving force in= getting us to where we are and if someone has an argument as to why they sh= ould be diluted less for his inclusion, please speak it. 

This is also how we did the fee split (net of GP contrib= ution) for our first closing and it is also how we filed our tax returns.&nb= sp;

Let's get on a call this weekend to ratify the m= anagement company ownership.

Thanks,

John

John DeLoche
Co-founder and Managing Dir= ector
Rosemont Seneca Technology Partners
333 Bush S= treet, 21st Floor
San Francisco, CA 94104
office: 415 767 1288
mobile= : 415 793 7070 

This email communicatio= n 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 c= ommunication. Please notify the sender that you have received this e-mail in= error and then delete the e-mail.
=
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