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That does not work as stated but let me assess exactly how 'accretive' is defined. It maybe throw away language. I'll handle.

Devon Archer
646 436 3745

> On Jul 16, 2014, at 9:39 AM, Hunter Biden <hbiden@rosemontseneca.com> wrote:
>
> Not sure this works for us- leave it up to you.
>
> RHB
> 202.333.1880
>
> Begin forwarded message:
>
>> From: John DeLoche <jdeloche@rosemontseneca.com>
>> Date: July 15, 2014 at 7:49:51 PM CDT
>> To: Devon Archer <devon@rstp.com>, Hunter Biden <hunter@rstp.com>
>> Cc: Neil Callahan <neil@rstp.com>, Rob Walker <rob@rstp.com>, William Lee <will@rstp.com>
>> Subject: Fwd: Docs update
>> Devon and Hunter,
>>
>> FYI language below. Let us know if that works. Rob said it works for him and it works for me, Will and Neil. This is in connection with the Neuberger Berman commitment. It basically means you can get income outside the fund but those activities need to be reasonably accretive to the the fund's activities.
>>
>> Best,
>>
>> John
>>
>> Sent from my iPhone
>>
>> Begin forwarded message:
>>
>>> From: "Brian C. Patterson" <bpatterson@gunder.com>
>>> Date: July 15, 2014 at 5:27:04 PM PDT
>>> To: John DeLoche <jdeloche@rosemontseneca.com>
>>> Cc: William Lee <will@rstp.com>, Neil Callahan <neil@rstp.com>, Rob Walker <rob@rstp.com>, "Jason C. Ford" <jford@gunder.com>
>>> Subject: RE: Docs update
>>> John,
>>>
>>> That should be fine. Note that under the fund agreement, within 15 days, new LPs must contribute the same amount of capital as would have been contributed by them if they had been admitted at the commencement of the fund.
>>>
>>> Also, to follow-up on our discussion regarding the devotion of time. Would the following work:
>>>
>>> “The managing members of the General Partner (for so long as they remain such) shall devote substantially all of their business time to Partnership affairs or other activities reasonably related to, or in furtherance of, the Partnership’s affairs, brand or its business or operational relationships.”
>>>
>>> If this language works, we can propose it to NB.
>>>
>>> Best,
>>> Brian
>>>
>>>
>>> Brian C. Patterson
>>> <imagef54269.GIF>
>>> Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
>>> 1200 Seaport Boulevard
>>> Redwood City, CA 94063
>>> Phone: 650-463-5276 | Fax: 650-321-2800
>>> bpatterson@gunder.com | www.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.
>>> From: John DeLoche [mailto:jdeloche@rosemontseneca.com]
>>> Sent: Tuesday, July 15, 2014 3:54 PM
>>> To: Brian C. Patterson
>>> Cc: William Lee; Neil Callahan; Rob Walker
>>> Subject: Re: Docs update
>>>
>>> Brian,
>>>
>>> NB have requested a coinvestor cap call notice for the Counsyl deal so we can fund by Friday. I plan to send them the formal notice as well as a 20% cap call to fund our own additional investment. I am going to wait until you send the revised docs, the call NB and ask if we are good to go before sending both cap calls, hopefully tmw.
>>>
>>> What are your thoughts on this approach?
>>>
>>> Thanks,
>>>
>>> John
>>>
>>> Sent from my iPhone
>>>
>>> On Jul 15, 2014, at 2:39 PM, "Manor, Doug" <Doug.Manor@nb.com> wrote:
>>>
>>> Great, thank you.
>>>
>>>
>>> Doug Manor
>>> T: 214.647.9597
>>> E: Doug.Manor@nb.com
>>>
>>>
>>>
>>> From: John DeLoche [mailto:jdeloche@rosemontseneca.com]
>>> Sent: Tuesday, July 15, 2014 4:36 PM
>>> To: Manor, Doug
>>> Subject: Re: Docs update
>>>
>>> I will have them sent.
>>>
>>> Sent from my iPhone
>>>
>>> On Jul 15, 2014, at 2:25 PM, "Manor, Doug" <Doug.Manor@nb.com> wrote:
>>>
>>> For the direct co-investments, do we have the capital call notices with wire instructions yet?
>>>
>>>
>>>
>>> Doug Manor
>>> T: 214.647.9597
>>> E: Doug.Manor@nb.com
>>>
>>>
>>>
>>>
>>> From: John DeLoche [mailto:john@rstp.com]
>>> Sent: Tuesday, July 15, 2014 4:22 PM
>>> To: Manor, Doug
>>> Subject: Re: Docs update
>>>
>>> Understood and will do--I am sure that is fine.
>>>
>>> Best,
>>>
>>> John
>>>
>>> John DeLoche
>>> Co-founder and Managing Director
>>> Rosemont Seneca Technology Partners
>>> 333 Bush Street, 21st Floor
>>> San Francisco, CA 94104
>>> office: 415 767 1288
>>> 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.
>>>
>>>
>>> On Tue, Jul 15, 2014 at 1:11 PM, Manor, Doug <Doug.Manor@nb.com> wrote:
>>> Okay, thanks. Please let me know if you think it will slip to next Monday or Tuesday (which is desirable for one of our accounts).
>>>
>>>
>>> Doug Manor
>>> T: 214.647.9597
>>> E: Doug.Manor@nb.com
>>>
>>>
>>> From: John DeLoche [mailto:john@rstp.com]
>>> Sent: Tuesday, July 15, 2014 3:00 PM
>>> To: Manor, Doug
>>> Subject: Re: Docs update
>>>
>>> Hi Doug,
>>>
>>> I heard some progress was made and I know our attorneys are sending you guys a new turn of the docs soon. We are still trying to work towards a Friday closing for the Counsyl investment which our attorneys think is achievable.
>>>
>>> Best,
>>>
>>> John
>>>
>>>
>>> John DeLoche
>>> Co-founder and Managing Director
>>> Rosemont Seneca Technology Partners
>>> 333 Bush Street, 21st Floor
>>> San Francisco, CA 94104
>>> office: 415 767 1288
>>> 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.
>>>
>>>
>>> On Tue, Jul 15, 2014 at 12:27 PM, Manor, Doug <Doug.Manor@nb.com> wrote:
>>> Hi John,
>>>
>>> I hope the cross-counsel call went well this morning… On a separate note, if you have updated timing on the expected funding date for Counsyl, please let me know and keep me posted of any changes or developments.
>>>
>>> Thanks,
>>>
>>> Doug
>>>
>>>
>>> Doug Manor
>>> T: 214.647.9597
>>> E: Doug.Manor@nb.com
>>>
>>>
>>> From: John DeLoche [mailto:john@rstp.com]
>>> Sent: Monday, July 14, 2014 5:16 PM
>>>
>>> To: Smith, Brien
>>> Cc: Manor, Doug
>>> Subject: Docs update
>>>
>>> Hi Brien and Doug,
>>>
>>> I hope you had a great weekend. We received from your attorneys a number of requested modifications to our LPA as well as a form of side letter. Our attorneys are reaching out to yours today to try come together on these.
>>>
>>> Best,
>>>
>>> John
>>>
>>> John DeLoche
>>> Co-founder and Managing Director
>>> Rosemont Seneca Technology Partners
>>> 333 Bush Street, 21st Floor
>>> San Francisco, CA 94104
>>> office: 415 767 1288
>>> 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.
>>>
>>>
>>>
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>>>
>>> =2