EMAIL DETAILS

Hey Hunter,

Great speaking with you yesterday. The deal points, as clearly as I can
make them, are:

1. *Management Fee*: You will receive $32k from the balance of the 2014
fees. Going forward we will reimburse all expenses you have in helping
Counsyl. The balance of the management fees have to be invested into the
RSTP business and helping fund the time of the people who are spending the
majority of their professional time on RSTP.

2. *Carried Interest*: Of the 22.5% for RSTP II Alpha and Bravo, please
clarify how that is distributed to which individuals (i.e., you, Eric, Rob,
etc.), so they can be added to the GP agreements and have their own
individual vesting schedule.

3. *Vesting Requirements*: All members are subject to the same vesting
schedule for RSTP II Alpha and Bravo. To maintain vesting, each member
needs to comply with our compliance requirements and to make best efforts
to further the interests of Counsyl.

That is essentially it.

Attached is the long form agreement laying these points out.

Once we execute, we can discuss any ideas you may have on how we can
further help Counsyl and create as much value as we can for the
partnerships.

Take a look and let me know if you have any questions.

Best,

Neil


Begin forwarded message:

*From: *William Lee <will@rstp.com>
*Subject: **RSP/RSTP Acknowledge Agreement 2/19/15*
*Date: *May 18, 2015 at 4:38:11 PM PDT
*To: *Hunter Biden <hbiden@rosemontseneca.com>

Hi Hunter,

Thanks for clarifying your intention. I am not sure what you mean by going
back to GS and NB--they were informed that you left RSTP II last year when
you voluntarily stepped down and the executed RSTP II GP agreement was
shared with both of them. The important thing here is to resolve the
outstanding questions constructively and in the spirit of partnership.

Regarding our call last week, I apologize for not mentioning that Devon had
recused himself from the process of drafting this agreement given his close
personal relationship with you. He gives his support of the agreement that
the partnership would reach with you. Therefore, we cannot accept the
agreement that Devon and you signed.

You are correct the RSTP I agreement does not require vesting. However,
Alpha, Bravo and all of our other agreements do require vesting consistent
with best practices at the direction of Goldman Sachs. Every member of the
partnerships must also sign our annual attestation which includes a code of
ethics, insider trading policy and political contribution policy, which I
attached. We now also have a compliance consultant that verifies this
happens.

It sounds from your message that some version of the 2/19/15 agreement may
be the solution here. Here are the key points of the original agreement on
2/19/15.

a) Eric, Rob and you as individuals would remain as full members of RSTP I,
Alpha & Bravo subject to an annual attestation and vesting schedule (for
Alpha and Bravo) in accordance to our partnership’s 5-year vesting
schedule. This is a requirement for any member to be a member of any of the
funds now that we have institutional money from GS and others. It is how
these partnerships work.

b) The $32,000 payment to RSP remains the same. Management fees are for
fund expenses and salaries paid to individuals who are working full time
for the benefit of partnership. The partnership is stretched for fee income
to cover our costs and cannot afford anything more than that offered. As an
LP as well as a GP of the fund, it is critical to me (and the partnership)
that fees support activities that are driving the fund forward. If you have
specific expenses relating to direct business development work on the fund,
we can reimburse them.

c) Because only individual can vest and sign the attestation annually, the
original agreement would have to list the % of carried interest shares for
each individual. This seems to be the point that is the sticking point. It
is important to the partnership that Rob be given a clear percentage that
vests and it seems only fair to do so given his involvement in the
origination of the deal and ongoing business development support.

If you want to be a full member of Alpha and Bravo, you will have to vest
like the rest of us. If you don't want to vest, then we will have to cut
back your ownership to what is vested as of now. We would welcome you
working to advance Counsyl's growth opportunities which is how you would
continue to vest.

Attached is a revised version of the original agreement from 2/19/15 that
reflects the removal of vesting in RSTP, LLC.

Thanks for trying to work this out. I hope we are almost there.

-Will


On May 17, 2015, at 5:40 PM, Hunter Biden <hbiden@rosemontseneca.com> wrote:

Will-

Thanks for your email.

There is nothing in the fund docs (either the Rosemont Seneca Technology
Partners, LLC agreement or the RSTP II, LLC agreement we signed with
Goldman) that mentions anything about a five year vesting period.
Furthermore, if Goldman was so insistent on my being removed from the RSTP
II Alpha and Bravo as far back as February 2014 why did the agreement you
originally sent me in February 2015 allow me to remain in the fund and
ultimately collect 100% of the carried interest due to me? Clearly that
agreement would have gone against the request you say Goldman made. If
this was so important to Goldman why wouldn’t they have demanded that this
agreement be signed and executed before they agreed to invest money
directly into RSTP II?

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 made it clear
that I am willing to go ever 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 this was more than fair and equitable, despite the fact that many
of us didn’t think that was necessary.

In exchange I keep 100% of the carried interest in the funds that are now
closed - RSTP I, RSTP Alpha and RSTP Bravo - and I 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 the carried interest fees between
myself, Eric and Rob when the time comes. I’m also willing to discuss
stretching the $250K payment out as far as necessary for the fund to
function properly. I still intend to continue cultivating relationships
for the advancement of Counsyl’s business interests, like Walmart, as I
have all along.

I want to be clear that under the fund documents, 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 or
held back distributions from the fund contrary to the wishes of 80% of the
partners.

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 I am doing so in a way that 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. Let me know which solution you prefer.

Best,

Hunter

On Fri, May 15, 2015 at 2:46 PM, William Lee <will@rstp.com> wrote:

> 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
>
>
>
>
> 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
>
> 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
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> e-mail.
>
>
>
>


--
R. Hunter Biden
Rosemont Seneca Partners, LLC
1010 Wisconsin Ave., NW
Suite 705
Washington, DC 20007
(202) 333-1880


--

Neil Callahan
rstp
neil@rstp.com
917-945-951