EMAIL DETAILS

See revised draft email after my conversation with Hunter this morning.

Key points:

1) Agreement Will sent is between RSP and “RSTP Management LLC”. That is a different entity than I am aware existed. The agreement I have always been referring to was the “Rosemont Seneca Technology Partners, LLC” operating agreement. And that was the entity that was in the earlier drafts of this agreement (including the one sent on Friday). This entity may have been newly created. It will be important for us to see that operating agreement before agreeing to anything with that entity.

2) Vesting is fine - even though I still don’t see where it is in the Alpha and Bravo agreements - but need to have assurances that Hunter will have a vote in management of those funds or that Devon will in essence have a veto.

3) In exchange for $250,000 settlement, propose payment of RSTP I fees and 2015 Q1 and Q2 management fees.

4) Also, Devon should be appointed as the “RS designee and true and lawful attorney” not Will.

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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. 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. I see that in the latest version of this agreement the entity RS is signing with is RSTP Management, LLC. It would be helpful to know who the partners of this entity are - is it the same as Rosemont Seneca Technology Partners, LLC?

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 in interest of the partners to remove another partner under what seem to be very broad reasons. In particular, I. b) (iv) denotes that an individual can be removed who "ceases to perform continuous services to the LLC, as determined in the reasonable discretion of a majority in interest of the managing members of the LLC.” Given that I will be giving up my voting shares per this agreement, I am concerned that I could be removed and have no vote in the matter. This is why I asked for 100% vesting immediately. However, I will agree to vest like every other member if I can maintain a vote or the agreement is written in a way that Devon will be able to have a vote that gives him veto power on all matters related to the fund. In addition, I would request that Devon be designated as the RS “designee and true and lawful attorney."

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 called Walmart.

Finally, instead of the $32,000 you propose I would ask that this number be $90,000 (the $32,000 you propose plus the approximate amount of management fees due to the DC office for the first half of 2015). I strongly believe I should be compensated more for agreeing to give up management fees for RSTP I, RSTP II Alpha and RSTP II Bravo. As these funds are closed the bulk of the work will be business development related and I will be working just as hard as any other partner to advance the cause of Counsyl and should be compensated for my time. However, for the sake of getting this agreement done I will agree to that smaller amount.

If you can agree to the above and can clarify why the entity signing this agreement has changed Devon and I will be happy to sign.

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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