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Hi Eric,

Thank you for having this put together. Devon, Neil and I were able to
discuss today and the attached reflects our comments. Note it was very
close in substance to what we talked about and the attached reflects some
clarifying points.

Pursuant to our and your discussion with Devon, we modified the splits to
be 25% each to the parties RSP, RC, NC and JD (which economically and
governance-wise works out to the be same). Additionally, we should all be
signatories to the agreement.

Note we had originally agreed in D.C. to a 60/40 management fee spit in
favor of me and Neil. Rather than stick with that, we discussed with Devon
reverting to an equal 25% split among the parties, but with a $300k annual
salary catch-up for me and Neil for our uncompensated work during the
start-up and fundraising period to be paid ratably over the five year
investment period. We think this makes the splits more equitable for all of
us as partners over the fund life.

I also attach a GP comp analysis showing the compensation for various fund
sizes and return potentials. It gets interesting at $50mm and above, but
still is attractive below that. The model is dynamic and you can play
around with it by changing the blue cells.

Regarding RSTP I, we proposed the same GP split with the exception being
Alex Stanton would get 5.5% (that is 5.5% of the 20%, or 1.1%) of the GP
for her fundraising work. This is what was promised to her when she raised
$550k for RSTP I. Additionally, the RSTP I annual fees will go to pay legal
and accounting expenses, fund the SF temp office going forward as well as
fund other RSTP I and II expenses. Ideally, we would not need to call
expenses on RSTP I (since they have to be paid back before we see carried
interest) after this year once we have RSTP II up and running. None of this
RSTP I agreement is reflected in the attached at the moment.

Please let us know your comments. I look forward to wrapping this up!

Best,

John

On Mon, Apr 23, 2012 at 2:09 PM, Eric Schwerin <eschwerin@rosemontseneca.com
> wrote:

>
>
> John/Neil-
>
> Here's a draft LOI which we can work from as we put the GP agreement
> together. Let us know if you have additions or edits you want to make to
> this so we can finalize this and move on to the next steps.
>
> Best,
>
> Eric
>
>
>
> Eric D. Schwerin
> Rosemont Seneca Partners, LLC
> 1010 Wisconsin Ave., NW
> Suite 705
> Washington, DC 20007
> (202) 333-1880
> eschwerin@rosemontseneca.com
> P* **Consider the environment before printing this email.*
>
>


--
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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