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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

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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