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Dream Team,

1. I attach an RSTP I fund economics analysis. As discussed with most of
you, I funded the entire GP with $25k so would need to be reimbursed from
management fees for everyone else's GP commitments. The annual expenses are
$42,500 and this analysis shows those amounts going this year to fund
legal, accounting, office and GP commitments. Going forward they are legal,
accounting, office and catch up salaries. Note the GP could actually be
worth quite a bit of money: at our base-line 3x return, the GP is worth
$775k. At 5x, it is worth $1.6 million. At 10x (management's projection) it
is worth $3.6 million.

2. Please see attached LOI with my and Neil's comments for discussion on
Thursday. The prior version I sent a couple weeks ago
contained inadvertent errors based on my misunderstanding. It looks like we
are right about there now.

The only substantive change reflects the accrued salaries for Neil and me
that we suggest trading in exchange for our giving up the 60/40 fee split
on which we all initially agreed and to recognize the unpaid work we have
been doing since early fund formation last year and this year.

2. I attach an updated model reflecting fund economics--this is
economically the same as before but it is labelled correctly

I assume we are on for 1pm NY time tomorrow?

Best,

John


On Mon, Apr 23, 2012 at 2:09 PM, Eric Schwerin <eschwerin@rosemontseneca.com
> wrote:

>
>
> John/Neil-
>
> Here's a draft LOI which we can work from as we put the GP agreement
> together. Let us know if you have additions or edits you want to make to
> this so we can finalize this and move on to the next steps.
>
> Best,
>
> Eric
>
>
>
> Eric D. Schwerin
> Rosemont Seneca Partners, LLC
> 1010 Wisconsin Ave., NW
> Suite 705
> Washington, DC 20007
> (202) 333-1880
> eschwerin@rosemontseneca.com
> P* **Consider the environment before printing this email.*
>
>


--
John DeLoche
*Managing Director*
Rosemont Seneca Technology Partners
One Market, Spear Tower, 36th Floor
San Francisco, CA 94105
office: 415 293 8147
mobile: 415 793 7070

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