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I am NOT in agreement with all these comments. I suggest a meeting or conference call.

Devon Archer
646 436 3745

On Apr 25, 2012, at 7:21 PM, John DeLoche <jdeloche@rosemontseneca.com> wrote:

> 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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>
>
> <LOI.RSP.RSTP 4 25 reflecting RC NC and JD Comments.doc>
> <GP Comp Analysis.xlsx