EMAIL DETAILS

To be sent after Devon has communicated with Will.

Will-

I understand that Devon has reached out to you to clairfy that he has not recused himself and that RSP is still voting on this matter as a single entity. I think that gets to the crux of the fundamental misunderstanding here. Until the negotiations over my exit from the funds have concluded and the document we are discussing has been signed, RSP still has 45% equity in all the RSTP funds. According to the original agreement we negotiated, the Rosemont Seneca Technology Partners, LLC operating agreement, it takes an 80% vote of the partners to make any changes or make any significant financial decisions. This was always very important to Devon and me so that we could operate the fund by consensus. This is not something we would ever give up. In fact, I know you were not part of the original conversations and joined later, but we only agreed to go down from holding a majority of the equity knowing that the 80% provision would ensure that a majority could not unilaterally make decisions for the whole partnership.

The major issue Devon and I have with the proposed agreement you sent - and the reason we sent you our revised version - is that the new agreement allows a majority of the partners to remove another partner under what seem to be very broad reasons. This is unacceptable to us and goes against the spirit of the 80% rule we negotiated. This is why I asked for 100% vesting immediately.

Because of the 80% provision and because no exit document has been executed the status quo still holds. Unless our new agreement specifically makes it clear that an 80% vote (with Devon and I still maintaining voting shares) will govern the removal of members and how fees are distributed in RSTP I, RSTP II Alpha and RSTP II Bravo, Devon and I can not agree to any vesting provisions and can not agree to RSP giving up its 45% share of the RSTP funds.

Since it has seemed difficult for you to structure an agreement that meets our needs above, I think that the agreement that Devon and I sent makes things easiest for everyone. It allows you to remove me from having a voice in the day to day decision making of the fund and gives everyone certainty going forward on exactly how they are being compensated.

As I made it clear earlier, absent the vesting provisions I will be happy to continue to develop business for Counsyl. In fact, I am greatly incentivized to do so. So, if your concern is that I would take the 100% vesting and do nothing for Counsyl that is greatly unfounded. You will recall that in the midst of our negotiations about my exit I still picked up the phone and call Walmart.

Rather than get into the weeds on specific negotiations points and have me respond point by point to your email, perhaps you could clarify for me where you stand on the points above and then we can find a path forward that works for everyone.

Best,

Hunter


Eric D. Schwerin
Rosemont Seneca Partners, LLC
1010 Wisconsin Ave., NW
Suite 705
Washington, DC 20007
(202) 333-1880
eschwerin@rosemontseneca.com <x-msg://59/eschwerin@obblaw.com>
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