Subject: Re: Neil - a few RSTP questions
From: "Dan McHale" <[email-masked]>
To: "John DeLoche" <[email-masked]>
Cc: "ncallahan" <[email-masked]>, "William Lee" <[email-masked]>, "Hunter Biden" <[email-masked]>, "Devon Archer" <[email-masked]>, "Eric Schwerin" <[email-masked]>
Date: Fri, 21 Mar 2014 12:53:20 -0400

Thanks John, this is good color.  As for JP Morgan, what part of the firm
are you speaking with?  I only ask because they're obviously huge and make
investments from various divisions so I want to certain that it's not a
different group from the one that I met with.

Dan

Daniel P. McHale
Managing Director
RSP Investments, LLC
New York / Washington D.C.
(917)887-6699
[email-masked]
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On Fri, Mar 21, 2014 at 12:42 PM, John DeLoche
<[email-masked]>wrote:

> Hi Dan,
>
> I think the agreement will be finalized today. We agreed to pay you a 5k
> monthly retainer for 6 months and have the success fee paid out on the same
> schedule as Troy, up to 10 quarters, to put you on totally equal footing
> with them. We are very excited to have you on board!
>
> Due to the delay, JP Morgan has already signed an NDA and we have a
> meeting set up with them. Sorry about this as I know you have a
> relationship there as well.
>
> New RSTP investors will have pro rata ownership in both Counsyl and
> Metabiota. Cataphora has been fully realized so there will be no ownership
> there.
>
> Goldman has committed a total of $39 million to RSTP, of which, $23
> million has been invested in a fund called RSTP II Alpha. We expect an
> additional $15-16mm to be invested with us by the end of April. We are
> talking to GS today about their participation in RSTP II fund directly. We
> are confident this will happen.
>
> We should market it as a first closing with over $30 million and the
> largest LP being GS. I don't think you need to get into the weeds of what
> the different funds look like, but rather aggregate it which has been
> working with the other investors we are talking to thus far thru Troy
> (Neuberger Berman, Morgan Stanley, Julliard, JP Morgan etc).
>
> Note investors who commit to RSTP II are allowed to co-invest on a no fee
> and no carry basis in deals in which there are co-invest opptys. Investors
> who do not commit to the RSTP fund would invest with us in SPVs and pay us
> 2 and 20 through those vehicles.
>
> I hope this helps.
>
> I am in NYC all day next Friday, 28th. No meetings on the calendar yet.
> Also in town on the 27th and available of meetings in the afternoon that
> day. I look forward to getting something scheduled so feel free to fill it
> up if you can. We will send you updated marketing materials today which
> supersede the ones you have.
>
> Best,
>
> John
>
>
> John DeLoche
> Managing Director
> Rosemont Seneca Technology Partners
> 333 Bush Street, 21st Floor
> San Francisco, CA 94104
> office: 415 767 2188
> mobile: 415 793 7070
>
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> On Mar 21, 2014, at 9:29 AM, Dan McHale <[email-masked]> wrote:
>
> Hi Neil,
>
> I've been going though all of my notes, as well as the RSTP presentation
> as it looks like the contract will be done any day now (I need that prior
> to being able to send materials per FINRA), and I just wanted to clarify a
> few questions.
>
> 1) If someone invests in RSTP II, are they only investing in future
> investments or are they prorated into existing Counsyl, Metiabiota, and
> Cataphora deals?
>
> 2) Of the $30mm that was closed in December, is any in the commingled
> fund?  And how much of that was Goldman?  Can you provide me the details on
> the GS commitment so that I'm tight on that ( I recall they will not be in
> the fund).  The institutions I deal with will definitely want to know the
> makeup of what capital is currently in the fund as opposed to an SPV or
> co-invest, so I want to make sure that I'm tight on all of this.
>
> I'm really looking forward to working together, I like this story a lot
> (regardless of the firm overlap).
>
> Dan
>
>
> Daniel P. McHale
> Managing Director
> RSP Investments, LLC
> New York / Washington D.C.
> (917)887-6699
> [email-masked]
> *P* *Consider the environment before printing this email. *
>
> NOTICE:  RSP Investments, LLC  is not acting as a municipal advisor and
> the opinions or views contained herein are not intended to be, and do not
> constitute, advice within the meaning of Section 975 of the Dodd-Frank Wall
> Street Reform and Consumer Protection Act. This e-mail message, and any
> attachments, is not an offer, or solicitation of an offer, to buy or sell
> any security or other product. The information provided is subject to
> change without notice.  This e-mail may contain privileged or confidential
> information or may otherwise be protected by other legal rules.
> Mistransmission is not intended to waive confidentiality or privilege. If
> you have received this communication in error, please destroy all
> electronic and paper copies and notify the sender immediately.   RSP
> Investments, LLC reserves the right, to the extent permitted under
> applicable law, to monitor, review and retain all electronic communications
> traveling through its networks and systems.  By messaging with RSP
> Investments, LLC, you consent to the foregoing.  E-mail transmissions
> cannot be guaranteed to be secure, timely or error-free.
>
>