Subject: Re: Finalizing RSTP Alpha and Bravo Economics
From: "John DeLoche" <[email-masked]>
To: "Chris Heinz" <[email-masked]>
Cc: "Hunter Biden" <[email-masked]>, "Eric Schwerin" <[email-masked]>, <[email-masked]>, "William Lee" <[email-masked]>, "Devon Archer" <[email-masked]>, "Neil Callahan" <[email-masked]>
Date: Thu, 2 Jul 2015 11:07:08 -0700

Yes you should execute the clean copy of the Acknowledgement Agreement  We will then circulate the new Alpha and Bravo GP agreements for signatures. These new GP agreements will likely take a week to prepare so expect them end of next week. 

Thanks,

John 

John DeLoche
RSTP
415 793 7070

> On Jul 2, 2015, at 11:02 AM, Chris Heinz <[email-masked]> wrote:
> 
> Will review quickly, but I am comfortable with the changes as described. Are we meant to execute any docs?
> 
> 
> 
> On Jul 2, 2015, at 11:50 AM, John DeLoche <[email-masked]> wrote:
> 
>> All,
>> 
>> Attached please find a clean execution copy and a marked copy of the agreement vs the version Hunter sent earlier this week. 
>> 
>> This clarifies that the management company will be RSTP Management for Alpha and Bravo, consistent with our form ADV filing and the request from Goldman who is the sole LP of these vehicles. The carried interest is consistent with our revised agreement and this clarifies that the fees will go to run the RSTP business on a going forward basis. Once this agreement is executed we will have new GP agreements for Alpha and Bravo that are consistent with this Acknowledgement Agreement circulated for execution. 
>> 
>> Please send your agreement with this final version as well as your signature where indicated. Have a great 4th of July weekend everyone.
>> 
>> Best,
>> 
>> John
>> 
>> P.S. Natera (NTRA)  went public today. This is Counsyl's closest comp although a vastly inferior company to Counsyl from growth, in network coverage, product pipeline and technology perspectives. Natera is now trading at a $1.1 billion market cap. With some luck Counsyl will have a multi-billion exit within the next 12 months.
>> 
>> John DeLoche
>> Co-founder & Managing Director
>> RSTP
>> 44 Montgomery Street, Suite 1500
>> San Francisco, CA 94104
>> direct: 415 767 1288
>> mobile: 415 793 7070
>> 
>> 
>> 
>>> On Tue, Jun 30, 2015 at 10:44 AM, Hunter Biden <[email-masked]> wrote:
>>> This all works for me.   I have gone ahead and had the agreement that was sent around in March revised to reflect the below and included the splits for me, Devon, Chris and Eric on Schedule A.
>>> 
>>> If everyone is in agreement, let’s execute the attached this week.
>>> 
>>> Best,
>>> 
>>> Hunter
>>> 
>>>> On Wed, Jun 24, 2015 at 11:26 AM, William Lee <[email-masked]> wrote:
>>>> Yes I'm in agreement of this as well.
>>>> 
>>>> William Lee @ RSTP
>>>> 
>>>> > On Jun 24, 2015, at 7:09 AM, John DeLoche <[email-masked]> wrote:
>>>> >
>>>> > Gentlemen,
>>>> >
>>>> > As discussed, we need to finalize the economics for our operating agreements for RSTP II Alpha and Bravo. Goldman has asked us for definitive closure on this subject as they are the sole LP of these vehicles. These will be fully vested GP % splits and they need to be allocated to individuals. Our historical splits for these two vehicles have been:
>>>> >
>>>> > Will, Neil, John: 55% (equally split among them)
>>>> > Chris, Devon: 22.5%
>>>> > Hunter (and team): 22.5%
>>>> >
>>>> > Given the outstanding contribution of Rob Walker, several of us feel he should be rewarded and receive a specified share of the GP split for these vehicles. It has been proposed by multiple partners that the right thing to do here is allocate Rob 10% of the GP of Alpha and Bravo and for all of us to bear the dilution hit equally. The revised splits to reflect this would be as follows:
>>>> >
>>>> > Will, Neil, John: 49.50% (equally split)
>>>> > Chris, Devon: 20.25% (please let us know split for execution docs)
>>>> > Hunter (and Eric?): 20.25% (please let us know split for execution docs)
>>>> > Rob: 10%
>>>> >
>>>> > Please reply with your agreement, or comments, on the above and note final individual splits where necessary. We should aim to execute this agreement this week.
>>>> >
>>>> > Warmest regards,
>>>> >
>>>> > John
>>>> >
>>>> > John DeLoche
>>>> > Co-founder & Managing Director
>>>> > RSTP
>>>> > 333 Bush Street, 21st Floor
>>>> > San Francisco, CA 94104
>>>> > direct: 415 767 1288
>>>> > mobile: 415 793 7070
>>>> >
>>>> >
>>> 
>>> 
>>> 
>>> -- 
>>> R. Hunter Biden
>>> Rosemont Seneca Partners, LLC
>>> 1010 Wisconsin Ave., NW
>>> Suite 705
>>> Washington, DC 20007
>>> (202) 333-1880
>> <RSTP - Acknowledgment Agreement .docx>
>> <Redline.pdf>
> 
> 
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