EMAIL DETAILS

Based on the call you and I had with Michael, my take away (and I think Michael’s) was that you wanted no change to fees from RSTP I, Alpha and Bravo (i.e., management fees and carried interest on those entities remains the same) but the change is that Rosemont Seneca no longer owns the 45% share and that you would withdraw from RSTP II for an agreed upon price. In John’s original agreement you still retained ownership of RSTP I, Alpha and Bravo.

I know you said you would be willing to give up management fees on 1, A&B but I didn’t think you wanted to accede to that in this agreement yet - that was a fall back I thought. As far as I know the LPs of RSTP I, Alpha and Bravo have made no demands about you withdrawing from those entities or care about whether you personally own them or collect mgmt fees. RSTP I’s LPs don’t care (those are mostly Alex Stanton’s people and other assorted people equalling $2m) and RSTP Alpha and Bravo’s sole LP is Goldman and they also haven’t said anything that I am aware of. It is only RSTP II (of which Neuberger is the largest share of the LPs) where they have demanded that (according to John).

The demand on John’s part has mostly been that 1) Rosemont Seneca no longer have any part of any RSTP entity and that 2) you have no part of RSTP II. He also doesn’t want to pay management fees to you for RSTP I, Alpha and Bravo but that’s only because John wants the fees for himself and Neil and others but it isn’t related to any LP demands.

The one other thing that isn’t in there is that you said you wanted monthly reports on the finances of RSTP. That can be added in if you want.


Eric D. Schwerin
Rosemont Seneca Partners, LLC
1010 Wisconsin Ave., NW
Suite 705
Washington, DC 20007
(202) 333-1880
eschwerin@rosemontseneca.com <x-msg://59/eschwerin@obblaw.com>
P Consider the environment before printing this email.


> On Mar 4, 2015, at 2:28 PM, Hunter Biden <hbiden@rosemontseneca.com> wrote:
>
> I don't understand this at all. It does not say anything about me exiting RSTP 1 alpha or bravo- all of which is a condition of the LPs. No entity I control can have an ownership stake in those entities. What I was trying to achieve was complete withdrawal while maintaining a 22.5% interest in the carried interest of the 1 alpha and bravo. I am also as we discussed prepared to give up management fees in all of those entities with the potential of possibly recouping them when the carries interest is paid out.
>
> This seems to be saying only that I am gone from RSTP 2 but remain an owner in all other entities just through Skaneatles directly instead of RSP.
>
> I don't get it.
>
> RHB
> 202.333.1880
>
> On Mar 4, 2015, at 12:21 PM, Eric Schwerin <eschwerin@rosemontseneca.com <mailto:eschwerin@rosemontseneca.com>> wrote:
>
>> Take a look. As we discussed, Michael edited the original agreement and while it looks long, it is relatively simple. I am not 100% sure of the percentage ownerships of each person so we may take that out and fill that in when we can confirm with Will/John/Devon what the splits are currently.
>>
>> Michael felt, and I agree with his thinking, that 1) you need to include Neil, John and Will as signatories to the agreement because a 80% vote is required and we have no assurance that Will has authority to sign the agreement on behalf of 80% of the partners and 2) you need to include the Devon side of things in the agreement because you (RHB) can’t withdraw from RSTP II without RSP’s ownership changing and if RSP is withdrawing you need to specify how all of RSP’s shares will be allocated.
>>
>> Michael left in the non-disparagement because we don’t want them doing the same to us. Also, he left blank how much of a settlement to put in exchange for withdrawing from RSTP II and RSP giving up 5% of RSTP II. You need to think about that number.
>>
>> I think this works - but take a look and see what you think.
>>
>>
>>
>>
>> Eric D. Schwerin
>> Rosemont Seneca Partners, LLC
>> 1010 Wisconsin Ave., NW
>> Suite 705
>> Washington, DC 20007
>> (202) 333-1880
>> eschwerin@rosemontseneca.com <x-msg://59/eschwerin@obblaw.com>
>> P Consider the environment before printing this email.
>>
>>
>>
>>
>>> Begin forwarded message:
>>>
>>> From: "Michael C. Hochman" <mhochman@monlaw.com <mailto:mhochman@monlaw.com>>
>>> To: Eric Schwerin <eschwerin@rosemontseneca.com <mailto:eschwerin@rosemontseneca.com>>
>>> Cc: Hunter Biden <hbiden@rosemontseneca.com <mailto:hbiden@rosemontseneca.com>>
>>> Subject: RE: RSTP II LP Agreement
>>> Date: March 4, 2015 at 12:57:58 PM EST
>>>
>>> Eric,
>>>
>>> For your and RHB’s review and comment, see attached redline.
>>>
>>> Best,
>>>
>>> Michael
>>>
>>> Michael C. Hochman
>>> Monzack Mersky McLaughlin and Browder, P.A.
>>> 1201 N. Orange Street
>>> Suite 400
>>> Wilmington, DE 19801
>>> (302) 656-8162
>>> (302) 656-2769 (Fax)
>>> mhochman@monlaw.com <mailto:mhochman@monlaw.com>
>>> IMPORTANT NOTICE: This email, including all attachments, may contain attorney-client communications or other privileged, confidential, protected, and/or non-public information. If you are not an intended recipient (even if it was sent to your email address), please notify the sender by replying to this message and then deleting it. Unintended recipients may not use, store, reproduce, distribute, disseminate, or retransmit this message or its contents.
>>> IRS CIRCULAR 230 NOTICE: Unless otherwise specifically stated, U.S. tax advice contained in this communication (or in any attachment) is not intended or written to be used, and cannot be used, for the purpose of: (i) avoiding penalties under the Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any transaction or matter addressed in this communication (or in any attachment).
>>>
>>> From: Eric Schwerin [mailto:eschwerin@rosemontseneca.com <mailto:eschwerin@rosemontseneca.com>]
>>> Sent: Tuesday, March 03, 2015 2:50 PM
>>> To: Michael C. Hochman
>>> Subject: RSTP II LP Agreement
>>>
>>>
>>> Just FYI, attached is the RSTP II LP agreement. While it does reference RSTP II, LLC, from what I was told and understand there is no separate operating agreement for RSTP II, LLC. This might be wrong but that is what I was told. The governance of the fund is governed by the LP agreement and the governance of RSTP (the GP) is governed by the RSTP, LLC operating agreement.
>>>
>>>
>>>
>>>
>>>
>>> Eric D. Schwerin
>>> Rosemont Seneca Partners, LLC
>>> 1010 Wisconsin Ave., NW
>>> Suite 705
>>> Washington, DC 20007
>>> (202) 333-1880
>>> eschwerin@rosemontseneca.com <mailto:eschwerin@rosemontseneca.com>
>>> P Consider the environment before printing this email.
>>>
>>>
>>>
>>>
>> <Rosemont Seneca Partners, LLC and Rosemont Seneca Technology Partners, LLC Agreement (00164181-3xCDE20).docx>