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Thanks. Clearly we all have our talents and one your many talents is that you are the "John-whisperer". Should I send John Ann's markups or have Joan forward to him?

Eric D. Schwerin
eschwerin@rosemontseneca.com

Sent from my iPhone

> On Apr 13, 2014, at 3:35 PM, Hunter Biden <hbiden@rosemontseneca.com> wrote:
>
>
>
> RHB
> 202.333.1880
>
> Begin forwarded message:
>
>> From: John DeLoche <john@rstp.com>
>> Date: April 13, 2014 at 1:33:34 PM CDT
>> To: Hunter Biden <hbiden@rosemontseneca.com>
>> Subject: Re: Agreement
>>
>> Hunter,
>>
>> I am all for solving this together asap. I dont care about any of those issues below--I forwarded the Gunderson markup without reviewing and it looks like they were too aggressive on those points. If you could have someone forward me her markup please do so and let's close this out.
>>
>> Safe travels and I hope all is well with your bro.
>>
>> Talk soon,
>>
>> John
>>
>> John DeLoche
>> Co-founder and Managing Director
>> Rosemont Seneca Technology Partners
>> 333 Bush Street, 21st Floor
>> San Francisco, CA 94104
>> office: 415 767 1288
>> mobile: 415 793 7070
>>
>> 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.
>>
>>
>>> On Sun, Apr 13, 2014 at 9:00 AM, Hunter Biden <hbiden@rosemontseneca.com> wrote:
>>>
>>>> John-
>>>> Take a look at below and let's finish this btw me and you by tmrw w/o having to pay double to lawyers for a contract that is essentially in the family. The only thing I care about is the refundable language- that affects me directly and if it isn't standard w/ other placement agent agreements then... Thanks
>>>>
>>>> I'm in Houston/ MD Anderson with my brother for a check up- I'll be back Mon night but available by cell anytime.
>>>>
>>>> RHB
>>>> 202.333.1880
>>>>>
>>>>>
>>>>> Ann got back to me after reviewing Gunderson's mark-up on the RSTP agreement for Dan. Below are her main comments related to substantive changes to the agreement - each of which are things that aren't in our standard agreements with our other B/D clients:
>>>>>
>>>>> 1) Gunderson deleted the "non-" in "non-refundable" related to the retainer. I believe Troy's retainer is "non-refundable".
>>>>>
>>>>> 2) The agreement adds in language which would require RSPI to make best efforts to find replacement capital for any investors which Dan identifies who default on their commitment or else pay back any portion of the fees attributable to the amount that was in default.
>>>>>
>>>>> 3) The agreement says that RSTP will withhold taxes from any payments to RSPI. Ann flagged that more as an issue that may be overly burdensome to RSTP but also more applicable in an employee/employer relationship not a independent contractor relationship.
>>>>>
>>>>> There were some additional language she added that doesn't change the agreement substantively but makes the compliance vis a vis FINRA less onerous. I can send you that if you want to look at it.
>>> RHB
>>> 202.333.1880
>>=2