EMAIL DETAILS

All,

Please see attached revised PPM reflecting our legal counsel's comments.

I have sent it back to them for a final round of comments and intend to
start sending it to potential LPs by Tuesday of this week.

Please let me know if you have any comments or questions.

Best,

John

---------- Forwarded message ----------
From: John DeLoche <jdeloche@rosemontseneca.com>
Date: Sun, Apr 8, 2012 at 11:01 PM
Subject: Revised RSTP II PPM
To: "Brian C. Patterson" <bpatterson@gunder.com>
Cc: "David N. Wang" <dwang@gunder.com>


Brian and David,

Thanks for the comments. The attached reflects your comments as well as
some other minor changes, primarily to bios and graphics.

We changed the return data to net returns only which we agree is the best
way to do this. We also changed the format to a more high level track
record view. We thoroughly scrubbed the numbers and have full backup for
potential LPs subsequent to NDAs. We also have full backup investment memos
for deals we have done as a team to show to LPs which was another of your
comments from our process section.

If you could take a quick look and let us know if there are any other
comments, it would be appreciated.

We will start sending this out on Tuesday.

Best,

John

On Fri, Apr 6, 2012 at 10:34 AM, Brian C. Patterson
<bpatterson@gunder.com>wrote:

> John,
>
> Please find attached a revised draft of the RSTP II, L.P. PPM as tracked
> changes to the version you sent to us. We have included both specific
> comments and some conceptual comments for you to consider. We assumed that
> the investment advisers to the Rosemont Seneca family of funds remain
> exempt reporting advisers as per the Form ADV’s that we pulled up from the
> SEC website. We also assumed the investment adviser to RSTP II, L.P. will
> rely on the venture capital exemption to the general requirement that all
> investment advisers must register with the SEC absent some exemption or
> exception. Please note that registered investment advisers are subject to
> a very strict limitation on what they may disclose in their marketing
> materials. For example, all information concerning past performance of
> prior funds in a PPM or executive summary is subject to great scrutiny by
> the SEC. Furthermore, advisers are generally restricted from providing any
> partial list of prior investments and absolutely prohibited from including
> any testimonials in their materials.
>
> I would encourage you to confirm with counsel for the Rosemont Seneca
> family of funds that investment advisers to the family of funds should
> remain exempt reporting advisers and would not have to register with the
> SEC.
>
> Let us know if you have any questions.
> Best,
>
> Brian
>
>
> To ensure compliance with requirements imposed by U.S. tax authorities, we
> inform you that any U.S. tax advice contained in this communication
> (including any attachments) is not intended or written to be used, and
> cannot be used, for the purpose of (i) avoiding United States federal,
> state or local tax penalties, or (ii) promoting, marketing or recommending
> to another party any matters addressed herein (including any attachments).
>
> Brian C. Patterson
>
> Gunderson Dettmer Stough
> Villeneuve Franklin & Hachigian, LLP
> 1200 Seaport Blvd.
> Redwood City, CA 94063
>
> Phone: 650-463-5276; Fax: (650) 321-2800
> email: bpatterson@gunder.com
>
> This email and any attachments may contain private, confidential and
> privileged material for the sole use of the intended recipient. If you are
> not the intended recipient, please immediately delete this email and any
> attachments.
>


--
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.


--
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