EMAIL DETAILS

Nothing. As I was just saying to Hunter - they are probably not going to
get back for a week or so. Figuring out how to respond I would assume.

Eric D. Schwerin
eschwerin@rosemontseneca.com

Sent from my iPhone

On Mar 10, 2015, at 10:33 AM, Michael C. Hochman <mhochman@monlaw.com>
wrote:

Any feedback yet?


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 <mhochman@monlaw.com>*

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*From:* Eric Schwerin [mailto:eschwerin@rosemontseneca.com
<eschwerin@rosemontseneca.com>]
*Sent:* Friday, March 06, 2015 2:22 PM
*To:* Michael C. Hochman
*Cc:* Hunter Biden
*Subject:* Re: RSTP II LP Agreement


Thanks, Michael. Per Devon’s instructions I made one edit to the
document. It now divides his 40% of RSTP II up to 20% Archer, 15% Rob and
5% Heinz. In addition, we are going to ask for the payment to be $250,000
with $50K payable now and the rest in $50,000 quarterly installments due
beginning on January 1, 2016. I made those changes and had Hunter sign for
RSP and Skaneateles. We also sent the attached to Devon for his signature
so we could send to those guys showing that 45% of the partnership is in
agreement with this.


We are trying to get it out today and it is possible we will get pushback
but attached is what I sent to Devon for signature.


Thanks again for all your help. I’ll let you know what we hear back.


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.*


On Mar 6, 2015, at 10:41 AM, Michael C. Hochman <mhochman@monlaw.com>
wrote:


Additional edits look good. I made a few suggested tweaks in the attached
redline. Among the suggested edits in redline, include language
identifying that Skaneateles will receive carried interest whenever any
other members do to avoid monkeyshine, and a sentence regarding obligation
to provide Skaneateles with quarterly updates as to the finances of the
funds. Also, what about management fees, in addition to carried interest?
That payment was part of the original agreement from the LLC.


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 <mhochman@monlaw.com>*

IMPORTANT NOTICE: This email, including all attachments, may contain
attorney-client communications or other privileged, confidential,
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sender by replying to this message and then deleting it. Unintended
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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
<eschwerin@rosemontseneca.com>]
*Sent:* Wednesday, March 04, 2015 5:43 PM
*To:* Michael C. Hochman
*Subject:* Re: RSTP II LP Agreement


Michael-


This is great. Talked to Hunter and here are his suggested changes (some
of which are slightly different than what we previously discussed).


He is willing to give up management fees from RSTP I, Alpha and Bravo but
not carried interest. This is in essence what the original agreement as
drafted was trying to achieve. So rather than Skaneateles retain
“ownership” of 22.5% of those entities Skaneateles would become a
non-managing member and would be entitled to 22.5% of the carried interest
(which vests immediately). But Hunter wants to do this in exchange for a
$220,000 payment. Devon would continue to “own” or be a managing member
of 22.5% of RSTP I, Alpha and Bravo and and 40% of RSTP II.


Also, Hunter wanted to add in that part that Skaneateles should receive
quarterly updates as to the finances of the funds.


I can go in and try and make these changes myself (they don’t sound
difficult) and have you review my work or if it is easier to make these
changes yourself let me know.


And call me if you have questions.


Thanks,


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.*


On Mar 4, 2015, at 12:57 PM, Michael C. Hochman <mhochman@monlaw.com>
wrote:


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 <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
<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 <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>


<RSTP, LLC-Rosemont Seneca, LLC Agreement - Schwerin Edits
(00164306-2xCDE20).docx