EMAIL DETAILS

There is a third option too. We just propose that we will assign RSP’s 45% share to Devon, Chris, Rob and me and then we just come to a “settlement” with you on what we owe you for your share. (Or if there is an issue with me being one of the assignees it just be to Devon, Chris and Rob.) It still requires a vote of 80% of the partners to do so, but it might make it cleaner. The key to this agreement would be a requirement that any new LLC agreement drafted make the assignees full members, that it continue to require an 80% vote of the partners to remove a member and that there be no vesting over time. That might make this a difficult option.

But those qualifications should be key even if Hunter and I are removed from RSTP altogether that no revised RSTP LLC agreement include the section Will included in his original draft that a “majority of the members” can kick someone out if they determine they are not spending sufficient time on the fund. This sets this up a year from now, Devon, for them to kick you out by a majority vote.


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>
P Consider the environment before printing this email.

> On May 17, 2015, at 11:44 AM, Hunter Biden <hbiden@rosemontseneca.com> wrote:
>
> You know the more I think about it the more I just want to say either sign the agreement or don't. If they don't then expect a letter from my lawyers .
>
> RHB
> 202.333.1880
>
> On May 17, 2015, at 10:57 AM, Eric Schwerin <eschwerin@rosemontseneca.com <mailto:eschwerin@rosemontseneca.com>> wrote:
>
>> If this was so important to GS why wouldn’t GS have demanded to see docs that show RHB was removed from the partnership before they agreed to invest $10m in RSTP II. Only answers are that GS was told it was taken care of or GS doesn’t really care.
>>
>> Also if GS really insisted on this then the original agreement Will sent in February doesn’t comport with those facts. That agreement that Will sent allows you to remain in RSTP I, Alpha and Bravo and fully vest (although it allowed John and Will to throw you out at any time for any reason they want it still envisioned a scenario where you could receive 100%). Will is saying Goldman was opposed to that.
>>
>> And I still don’t know where they get the vesting from. I can’t find it.
>>
>> Call them on it and see if they are really willing to blow up the fund over this. This is insulting to our collective intelligence.
>>
>>
>>
>> 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>
>> P Consider the environment before printing this email.
>>
>>> On May 17, 2015, at 10:44 AM, Hunter Biden <hbiden@rosemontseneca.com <mailto:hbiden@rosemontseneca.com>> wrote:
>>>
>>> I missed this email from Will- just reading it now.
>>>
>>> RHB
>>> 202.333.1880
>>>
>>> Begin forwarded message:
>>>
>>>> From: William Lee <will@rstp.com <mailto:will@rstp.com>>
>>>> Date: May 15, 2015 at 2:46:55 PM EDT
>>>> To: Hunter Biden <hbiden@rosemontseneca.com <mailto:hbiden@rosemontseneca.com>>
>>>> Subject: RSP/RSTP Acknowledge Agreement 5/15/2015
>>>>
>>>> Hi Hunter,
>>>>
>>>> Thanks for the call this morning. Hope your brother’s condition is improving. My thoughts and prayers are with you.
>>>>
>>>> Here are the key points of the attached agreement.
>>>>
>>>> a) We removed the individual names from the original proposed agreement. The revised agreement is between RSP and RSTP.
>>>>
>>>> b) RSP gets paid $32,000.
>>>>
>>>> c) RSP gets 22.5% of the carried interest of RSTP I, Alpha and Bravo in accordance to all of our partnership’s 5-year vesting schedule.
>>>>
>>>> d) The partnership agrees to grant 100% vested carried interest for RSP in RSTP I. This is an accelerated increase from 70% to 100% from our call this morning. This is based on good faith of our relationship.
>>>>
>>>> e) As for Alpha & Bravo, Goldman’s entities are the sole LPs of Alpha and Bravo. They requested the removal of you from Alpha, Bravo and all the RSTP entities that Goldman is a part of starting October 2014, and asked us to consider doing so back to February 2014. Once again, under good faith, the partnership is granting you extra 8 months of vesting from October 2014 to May 2015.
>>>>
>>>> I am in complete agreement with you that we should get this resolved within 72 hours. Please feel free to reach out to me any time today or over the weekend to discuss.
>>>>
>>>> All the best,
>>>> Will
>>>>
>>> <RSTP - Acknowledgment Agreement 2015-05-15.docx>
>>>>
>>>>
>>>> William Lee, Managing Director
>>>> RSTP
>>>> 333 Bush Street, 21st Floor
>>>> San Francisco, California 94104
>>>> Office: 415.767.1289
>>>> Mobile: 617.407.5958
>>>> www.rstp.com <http://www.rstp.com/>
>>>>
>>>> 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.
>>>>
>>>>
>>