Subject: Finalizing RSTP Alpha and Bravo Economics
From: "John DeLoche" <[email-masked]>
To: "Chris Heinz" <[email-masked]>, "Hunter Biden" <[email-masked]>, "Devon Archer" <[email-masked]>, "Neil Callahan" <[email-masked]>, "Will Lee" <[email-masked]>
Date: Wed, 24 Jun 2015 00:09:32 -0700

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: 415 793 707