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Good.

I would just change the line in paragraph 3 from saying "...in exchange, all I am asking for is..."and just say "...in exchange I keep 100%..."

Devon D. Archer
646 436 3745

On May 17, 2015, at 4:19 AM, Hunter Biden <hbiden@rosemontseneca.com<mailto:hbiden@rosemontseneca.com>> wrote:

See below- thoughts.

RHB
202.333.1880

Begin forwarded message:

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