Subject: Final RSTP II LOI
From: "John DeLoche" <[email-masked]>
To: "Eric Schwerin" <[email-masked]>
Cc: "Neil Callahan" <[email-masked]>, "Hunter Biden" <[email-masked]>, "Devon Archer" <[email-masked]>
Date: Fri, 18 May 2012 15:21:49 -0700

All,

Attached is the RSTP II LOI executed by me as I see no reason to delay
signing a doc on which we agree. Let's get it fully executed and move on.
 If there are nits to address we can do so in the definitive docs as
indicated in the LOI.

I have asked GD to produce a GP agreement for RSTP I so we can move that
forward as well next week. They are separate entities so can be treated
separately.

As the Facebook IPO demonstrates, the sooner we do this the sooner we
become gazillionaires.

I am looking forward to creating hugely successful funds with you all.

Have a great weekend.

John

On Fri, May 18, 2012 at 1:58 PM, Eric Schwerin <[email-masked]
> wrote:

> I think we are good.  To make sure we are on the same page though with
> next steps, does it work to still put together an LOI for RSTP I so we
> could execute something for I and II at the same time?  Wanting to do
> something on both at the same time is the only reason for doing it this
> way.  Or we could wait until we get a draft of what Gunderson puts together
> but then we would delay putting off the finalization of II until then.
>
> Again, the goal here is just for us all to have something in writing that
> we have all agreed to for both I and II sooner rather than later and LOIs
> for both seems the fastest way to get there.
>
>
>
> Eric D. Schwerin****
> Rosemont Seneca Partners, LLC****
> ****1010 Wisconsin Ave., NW********
> ****Suite** 705******
> ****Washington**, **DC** **20007********
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> [email-masked]****
> *P** **Consider the environment before printing this email.*
>
> On May 18, 2012, at 11:03 AM, John DeLoche wrote:
>
> Hi Eric,
>
> Gunderson is doing the fund formation work or RSTP I and said they will
> have a draft of this for us next week. LoPresti can then leverage this doc
> for the RSTP II GP agreement. Gunderson is one of the most prolific venture
> fund formation law firms so will be good to use their forms for most up to
> date market terms.
>
> As for an LOI, I believe we covered all the economic splits in the file I
> sent and other details regarding fees for expenses/GP contribution/salary
> catch ups, etc in our discussion on Monday. Let me know if there is
> anything else you think needs to be covered.
>
> Best,
>
> John
>
> Please excuse typos as this message was sent from my handheld device.
>
>
> On May 18, 2012, at 5:47 AM, Eric Schwerin <[email-masked]>
> wrote:
>
> True - we can go right to a GP agreement if you want. But having an LOI
> for I would give LoPresti something to work off of and rather than have us
> wait even longer for that we thought it'd be good to have "something" in
> writing for I at the same time we are executing for II.
>
> That make sense?
>
> Eric D. Schwerin
> [email-masked]
>
> Sent from my iPhone
>
> On May 18, 2012, at 1:32 AM, Neil Callahan <[email-masked]>
> wrote:
>
> RSTP I would not be an LOI it would be a GP agreement that we would all
> need to execute.  It's already formed and is up and running.
>
> RSTP II is an LOI until the first close and then becomes a GP agreement to
> be executed.
>
> On Thu, May 17, 2012 at 8:56 PM, John DeLoche <[email-masked]
> > wrote:
>
>> Cool. Sure I will put something together hopefully before Monday.
>>
>> Neil and I had a great meeting in Seattle with Bezos family office today.
>>
>> Best,
>>
>> John
>>
>> Please excuse typos as this message was sent from my handheld device.
>>
>>
>> On May 17, 2012, at 8:47 PM, Eric Schwerin <[email-masked]>
>> wrote:
>>
>> Thanks, John.  We may have a few minor edits but it looks like we are
>> just about there.  I think we also wanted to sign the RSTP I LOI at the
>> same time though.  Do you want to take a whack at editing this for RSTP I
>> and then we can finalize both together?
>>
>> Eric D. Schwerin
>> [email-masked]
>>
>> Sent from my iPhone
>>
>> On May 16, 2012, at 11:13 AM, John DeLoche <[email-masked]>
>> wrote:
>>
>> Team,
>>
>> Please find attached clean and redline versions of the RSTP II LOI we
>> discussed on Monday. Please confirm their accuracy or if you have other
>> changes and lets execute this week.
>>
>> Best,
>>
>> John
>>
>> 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.
>>
>>
>>  <Clean LOI.RSP.RSTP 5 16 reflecting team discussion.doc>
>>
>> <Redline LOI.RSP.RSTP 5 16 reflecting team discussion.doc>
>>
>>
>
>
> --
> Neil Callahan
> Rosemont Seneca Partners
> 917-945-9516
>
>
>

-- 
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
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