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You replied to my email I think and didn't forward to John.

By the way, I agree I don't care about #2 too much - just a lawyer trying to write a contract to his client's advantage. #3 (if Ann and I read it right) is silly with our RSTP hats on - why do we (RSTP) want the burden of withholding tax for third party marketers.

When you do talk to John I would also like him to accept the "smaller" compliance related changes Ann made - creates a non-necessary paperwork burden for us (like getting written approval for small things, etc.). If we have them in there FINRA will ask us to produce that stuff at our next exam. There is no advantage to RSTP with that language - again just a over paid lawyer trying to produce work to bill hours.

Eric D. Schwerin
eschwerin@rosemontseneca.com

Sent from my iPhone

> On Apr 13, 2014, at 11:03 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
>
>> On Apr 11, 2014, at 6:22 PM, Eric Schwerin <eschwerin@rosemontseneca.com> wrote:
>>
>> Hunter-
>>
>> 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.
>>
>> Let me know your thoughts.
>>
>> 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.
>>=2