Subject: Re: Finalizing RSTP Alpha and Bravo Economics
From: "Chris Heinz" <[email-masked]>
To: "John DeLoche" <[email-masked]>, "Hunter Biden" <[email-masked]>, "Devon Archer" <[email-masked]>, "Neil Callahan" <[email-masked]>, "Will Lee" <[email-masked]>
Date: Wed, 24 Jun 2015 12:23:40 +0000

Thanks for this John. I've been asked by my family office and some other forces in my life to clean up this and other items on my "balance sheet" so this is something I would love to move forward.

anyway, I am supportive of the dilution/allocation plan for Rob. As for Devon and my split, I assume  that 20.25 was going to the Rosemont Capital, LLC so if we assigned it to individuals it would be split 50/50. Devon, do you agree with this?

Congratulations on the final close and all the good momentum around the portfolio.

CDH

________________________________
From: John DeLoche <[email-masked]>
Sent: Wednesday, June 24, 2015 3:09 AM
To: Chris Heinz; Hunter Biden; Devon Archer; Neil Callahan; Will Lee
Subject: Finalizing RSTP Alpha and Bravo Economics

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

________________________________

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