Subject: Re: RSP/RSTP Acknowledge Agreement 5/15/2015
From: "Eric Schwerin" <[email-masked]>
To: "Hunter Biden" <[email-masked]>
Cc: "Devon Archer" <[email-masked]>
Date: Sun, 17 May 2015 13:40:11 -0400

Option 1:

Will-

Thanks for your email.  After reading it, it is clear to me that there is such a fundamental gap in our positions that this is not something you and I will be able to find a solution to on our own.  

According to the operating agreement any changes need to be approved by 80% of the members.  With that as the case, I would again urge you to consider signing the agreement that Devon and I (representing 45% of the partners) sent to you back in March or else I would suggest our personal attorneys handle this.  If you would prefer to have this handled by our attorneys, I will ask my attorney to draft a letter stating our position and ask him to copy Goldman Sachs on the correspondence so they are aware there is a dispute among the partners on how to proceed.

Also, I want to make it clear that if we decide to engage counsel on this matter, the fund should bear no cost for engaging counsel in this matter and that all attorneys fees be paid personally by the partners.

Let me know which option you prefer.

Best,

Hunter

Option 2:

Will-

Thanks for your email.  

There is nothing in the fund docs (either the Rosemont Seneca Technology Partners, LLC agreement or the RSTP II, LLC agreement we signed with Goldman) that mentions anything about a five year vesting period. Furthermore, if Goldman was so insistent on my being removed from the RSTP II Alpha and Bravo as far back as February 2014 why did the agreement you originally sent me in February of 2015 allow me to remain in the fund and collect 100% of the carried interest due to me?  Clearly that agreement would have gone against the request you say Goldman made.  If this was so important to Goldman why wouldn’t they have demanded that this agreement be signed and executed before they agreed to invest more money into RSTP II?

I want to make it clear that the solution we all agreed to on the phone back in October was that a) I would remove myself from RSTP II and b) I would remain a full member of RSTP I, RSTP II Alpha and RSTP II Bravo.  That’s it.   

However, after after some thought and clearly some pressure I made it clear that I am willing to go ever further and give up my management fees to RSTP I, Alpha and Bravo and allow the partnership percentages of RSTP II to be reduced so that Rob is cut into RSTP II solely out of the RSP side.  I thought this was more than fair and equitable, despite the fact that many of us didn’t think that was necessary.  

In exchange I keep 100% of the carried interest in the funds that are now closed - RSTP I, RSTP Alpha and RSTP Bravo and a receive a settlement payment of $250,000 (the equivalent of approx. 60% of fees DC office would have generated in 2016 under a status quo scenario) payable to me over the course of 18 months. I will distribute the carried interest fees between myself, Eric and Rob when the time comes.  I’m also willing to discuss stretching the $250K payment out as far as necessary for the fund to function properly.  I still intend to continue cultivating relationships for the advancement of Counsyl’s business interests, like Walmart, as I have all along.

I want to be clear that under the fund documents, there is nothing that could lead anyone to say I violated the agreement in any way.   If anyone has acted contrary to the fund docs it is members who have authorized expenses and distributions from the fund contrary to the wishes of 80% of the partners.

I feel that I have gone above and beyond and agreed to remove myself from RSTP II so that the fund can survive and not suffer having GS or NB pull out.  And I am doing so in a way that that allows those who are dedicating a majority of their time on the fund to receive a far greater share of the management fees.

If the agreement Devon and I signed isn’t acceptable, I am happy to keep the status quo and reach out to NB and Goldman directly and explain that I am still a member of the funds.   Let me know which solution you prefer.

Best, 

Hunter

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 17, 2015, at 10:44 AM, Hunter Biden <[email-masked]> wrote:
> 
> I missed this email from Will- just reading it now.
> 
> RHB
> 202.333.1880
> 
> Begin forwarded message:
> 
>> From: William Lee <[email-masked]>
>> Date: May 15, 2015 at 2:46:55 PM EDT
>> To: Hunter Biden <[email-masked]>
>> Subject: RSP/RSTP Acknowledge Agreement 5/15/2015
>> 
>> Hi Hunter,
>> 
>> Thanks for the call this morning.  Hope your brother’s condition is improving.  My thoughts and prayers are with you.
>> 
>> Here are the key points of the attached agreement.
>> 
>> a) We removed the individual names from the original proposed agreement.  The revised agreement is between RSP and RSTP.
>> 
>> b) RSP gets paid $32,000.
>> 
>> c) RSP gets 22.5% of the carried interest of RSTP I, Alpha and Bravo in accordance to all of our partnership’s 5-year vesting schedule.
>> 
>> d) The partnership agrees to grant 100% vested carried interest for RSP in RSTP I.  This is an accelerated increase from 70% to 100% from our call this morning.  This is based on good faith of our relationship.
>> 
>> e) As for Alpha & Bravo, Goldman’s entities are the sole LPs of Alpha and Bravo.  They requested the removal of you from Alpha, Bravo and all the RSTP entities that Goldman is a part of starting October 2014, and asked us to consider doing so back to February 2014.  Once again, under good faith, the partnership is granting you extra 8 months of vesting from October 2014 to May 2015.
>> 
>> I am in complete agreement with you that we should get this resolved within 72 hours.  Please feel free to reach out to me any time today or over the weekend to discuss.
>> 
>> All the best,
>> Will
>> 
> <RSTP - Acknowledgment Agreement 2015-05-15.docx>
>> 
>> 
>> William Lee, Managing Director
>> RSTP
>> 333 Bush Street, 21st Floor
>> San Francisco, California 94104
>> Office: 415.767.1289
>> Mobile: 617.407.5958
>> www.rstp.com
>> 
>> 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.
>> 
>> 

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