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Couple of typos I'd fix but only main comment: Is your idea to cut Rob in
on the 22.5% carried interest AND the $250K? If not, you should re-word
slightly. Rob is getting cash from mgmt fees so not sure he should get
additional cash, right? Also, I still think we should dedicate a portion
of our carried interest to Rob's total but not whole thing. I can resend
you the math that shows how it is better for us and for Rob and it prevents
the scenario where you and I are forced into a contentious negotiation with
Rob. I know if we don't address it now it puts off another fight with
those guys but also thought it was interesting that in the vesting
conversation they must have assumed they were going to cut Rob in
themselves out of the remainder of our non-vested portion.

Eric D. Schwerin
eschwerin@rosemontseneca.com

Sent from my iPhone

On May 16, 2015, at 11:19 PM, Hunter Biden <hbiden@rosemontseneca.com>
wrote:

See below- thoughts.

RHB
202.333.1880

Begin forwarded message:

*From:* Eric Schwerin <eschwerin@rosemontseneca.com>
*Date:* May 16, 2015 at 12:27:48 PM EDT
*To:* Hunter Biden <hbiden@rosemontseneca.com>
*Subject:* *DRAFT WILL EMAIL*

You can decide whether to leave in the more aggressive lines about others
violating the fund docs and you calling NB and GS and telling them you are
remaining in the fund. Also, we always run the chance in referring to the
agreement that they are going to come back with some different agreement
that they say we all agreed to that runs counter to the original but Devon
and Sebastian don’t believe they ever agreed to anything other than the
original agreement. In truth, Will isn’t even a formal member of RSTP
because the original agreement only covers, RSP, Neil, John and Alex
Stanton.

----

Will-

I have had a chance to think about our last conversation and I want to make
it clear that the solution we all agreed to on the phone back in October
was that a) I would remove myself from RSTP II and b) I would remain a full
member of RSTP I, RSTP II Alpha and RSTP II Bravo. That’s it.

However, after after some thought and clearly some pressure I am made it
clear that I was willing to go even further and give up my management fees
to RSTP I, Alpha and Bravo and allow the partnership percentages of RSTP II
to be reduced so that Rob is cut into RSTP II solely out of the RSP side. I
thought that was more then fair and equitable, despite the fact that many
of us didn't think that was necessary.

Regardless, in exchange, all I am asking is for is that I keep 100% of (my
22.5%the carried interest in the funds that are now closed - RSTP I, RSTP
Alpha and RSTP Bravo and a receive a settlement payment of $250,000 (the
equivalent of approx. 60% of fees DC office would have generated in 2016
under a status quo scenario) payable to me over the course of 18 months. I
will distribute those fees between myself Eric and Rob. I'm also willing to
discuss stretching those payments out as far as necessary for the fund to
function properly.

There is nothing in the RSTP operating agreement that concerns vesting of
any kind. Since it is not addressed it is clear that everyone vested when
we signed that agreement. Furthermore, under that same agreement there is
nothing that could lead anyone to say I violated the agreement in any way.

If anyone has acted contrary to the fund docs it is members who have
authorized expenses and distributions from the fund contrary to the agreed
upon requisite of 80% of the partners over the past few months.

I feel that I have gone above and beyond and agreed to remove myself from
RSTP II so that the fund can survive and not suffer having GS or NB pull
out. And in a way that allows those who are dedicating a majority of their
time on the fund to receive a far greater share of the management fees.

If the agreement Devon and I signed isn’t acceptable, I am happy to keep
the status quo and reach out to NB and Goldman directly and explain that I
am still a member of the funds, and try to find a way forward. Let me know
which solution you prefer.

Best,

Hunter


Eric D. Schwerin
Rosemont Seneca Partners, LLC
1010 Wisconsin Ave., NW
Suite 705
Washington, DC 20007
(202) 333-1880
eschwerin@rosemontseneca.com
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