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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
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