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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]
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<mailto: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<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]
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<mailto: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<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]
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>

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