EMAIL DETAILS

Thanks Devon. Looks like a very preliminary draft which still needs a bit
of tidying up.

As a general comment, the agreement needs more specificity. We want to keep
things simple and we want to clearly define the parameters of the
representation, e.g., the agreement should pertain solely to the SOE Fund,
the fee arrangement should be result-oriented and be based on amounts
actually received pursuant to relevant agreements entered into with Investor
Prospects, as such term is defined in the agreement), the exclusivity should
be limited to an agreed term during which certain milestones must be
achieved.

Subject to any thoughts you guys might have and without going into the
specifics of the draft, any agreement with Burnham or any other partner
should be guided by the following principles:

1. the partnership and its exclusive nature pertains solely to the SOE Fund
and will be subject to an agreed Term (see below)

2. the objective of Fund is to achieve closing within 3 months with at least
US$300mm in committed capital (including non-U.S. subscriptions)

3. Term of exclusive partnership of 3 months, extendable for a further 2
months at the discretion of the GP (if viable leads are established within 3
months, GP shall have discretion to extend by 2 months in order to finalise
subscription and to close the Fund). If closing is not achieved during the
Term, exclusivity would terminate upon expiry of agreed Term whereupon GP
would be entitled to work with other placement agents

4. GP will not bear any expenses (this is consistent with the arrangement we
have with our other fundraising partners)

5. Fees to Burnham will consist of:
(A) 20% of all management fees collected at 1.5% per annum, plus
(B) 80% of all management fees collected in excess of 1.5% per annum
(e.g., if an investor pay 2% per annum in management fees, Burnham will be
entitled to receive 20% of the portion of management fees up to and
including 1.5% + 80% of the portion of management fee between 1.5% and 2%);
plus
(C) 20% of carried interest,
in each case, on the basis of the relevant management fees and
carried interest actually received by GP and affiliates solely in relation
to the SOE Fund from Investors successfully introduced by Burnham pursuant
to the terms of governing agreements including the LPA and any side
letters in relation thereto;

For the avoidance of doubt, no fees shall be payable to Burnham for any
investments made to any of the GP and/or its affiliates other funds unless
otherwise agreed in writing. As you are aware, the placement fees
unanimously approved by the BHR board is 20% of fees received by BHR (on the
terms specified in the SOE Fund pitchbook) and such is the agreement we have
tabled to our other fundraising partners. In addition to the board approved
fees, we are prepared to offer higher fees for any management fees in excess
of 1.5%. Timing is also of the essence on the SOE Fund and we want to work
with Burnham and our other fundraising and placement partners in the most
expeditious manner possible. A one-year exclusive arrangement with Burnham
without specified milestones will put us in a difficult position if a few
months later we are unable to achieve a first closing of the Fund.

6. "Covered Investors" as defined in the agreement (i.e., non-U.S. investor
prospects) should be identified to GP prior to solicitation to avoid
conflicts with our other fundraising partners (any multinational
institutions with branches or presence outside of the U.S. that might be
potential investors should be identified as well for the same reason).
Ideally, Burnham should also provide a list of U.S. potential investors
promptly upon entering into the partnership agreement

We are procuring quotes from both U.S. and U.K. law firms for the SOE Fund
to ensure that our fundraising exercises are conducted in a compliant manner
and do not run afoul any applicable regulations.

Xin

-----邮件原件-----
发件人: Devon Archer [mailto:darcher@rosemontcapital.com]
发送时间: Tuesday, March 31, 2015 8:22 PM
收件人: 王昕
抄送: James Bulger; Hunter Biden; Jonathan.li
主题: Burnham Placement Agmt BHRST SOE Fund (3 30 15) V2 Draft.doc

Xin,
Attached is a draft of the Burnham proposal. Let me know where you think
BHR will settle in regards to fee split and let me know if there are other
immediate items that are sticking points. After your first pass of edits,
assuming acceptable, I will ask Burnham to send this in a formal proposal
email.
Best,
Devon