Subject: Re: Draft LOI
From: "Eric Schwerin" <[email-masked]>
To: "Neil Callahan" <[email-masked]>
Cc: "John DeLoche" <[email-masked]>, "Hunter Biden" <[email-masked]>, "Devon Archer" <[email-masked]>
Date: Wed, 9 May 2012 14:07:53 -0400

Let's use our normal call-in number for our call - 202-446-0483, passcode 333188.

Eric D. Schwerin
Rosemont Seneca Partners, LLC
1010 Wisconsin Ave., NW
Suite 705
Washington, DC 20007
(202) 333-1880
[email-masked]
P Consider the environment before printing this email.

On May 9, 2012, at 1:50 PM, Neil Callahan wrote:

I received both, thanks.

-------------------
Neil Callahan
917-945-9516

On May 9, 2012, at 12:02 PM, John DeLoche <[email-masked]> wrote:

> resending from the plane to make sure it goes through (having email trouble).
> 
> ---------- Forwarded message ----------
> From: John DeLoche <[email-masked]>
> Date: Wed, May 9, 2012 at 9:52 AM
> Subject: Re: Draft LOI
> To: Eric Schwerin <[email-masked]>
> Cc: Neil Callahan <[email-masked]>, Devon Archer <[email-masked]>, Hunter Biden <[email-masked]>
> 
> 
> 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 <[email-masked]> 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
> [email-masked]
> 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 
> 
> 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.
> 
> 
> 
> 
> 
> -- 
> 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 
> 
> 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.
> 
> 
> <LOI.RSP.RSTP 5 9 reflecting NC and JD Comments.doc>
> <RSTP I GP Analysis.xlsx>
> <GP Comp Analysis.xlsx>