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FYI. good progress

---------- Forwarded message ----------
From: John DeLoche <john@rstp.com>
Date: Wed, Apr 2, 2014 at 3:56 AM
Subject: Fwd: clean and marked up copies
To: "Feldman, Julia" <julia.feldman@gs.com>, "Krouner, Derek" <
derek.krouner@gs.com>
Cc: William Lee <will@rstp.com>


Julia and Derek,

Please find attached term sheet mark-up from Counsyl. This is after much
back and forth and sign off from the existing preferred. We were able to
keep the price at $700pre. They have asked that the RSTP board nominee be
an independent board member which I think we can live with since we will
still have board observer rights and we want to bring more outside
expertise onto the board. Their major ask is to increase the option pool to
7% which, although it dilutes our current ownership, we also think is a
sensible idea given they need to hire a CFO and other team members.

Let's discuss when you are available. Will and I are in meetings in NY most
of today and tomorrow but can make time for a call.

Best,

John


John DeLoche
*Co-founder and Managing Director*
Rosemont Seneca Technology Partners
333 Bush Street, 21st Floor
San Francisco, CA 94104
office: 415 767 1288
mobile: 415 793 7070

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---------- Forwarded message ----------
From: Ramji Srinivasan <ramji@counsyl.com>
Date: Wed, Apr 2, 2014 at 1:45 AM
Subject: clean and marked up copies
To: John DeLoche <jdeloche@rosemontseneca.com>
Cc: Gary Loeb <gary@counsyl.com>


Hey John,

Just wanted to follow up on our conversation regarding the term sheet.

See attached for the revision along with our markups. Wanted to walk
through the reasoning with you.

* As currently written, it says "approximately;" we updated this to "no
less than," given the energy around the investment...I think we should be
able to hit this number
* Option Pool - based on our math, we are looking at a 7% post-money pool.
This contemplates our hiring plans, refreshers for the current team as
well as high value hires (including a CFO). We have not increased our
option pool since our Series B ('11), and it has been pretty flat since
inception
* Board Seat - this is based on our call; this describes the appointment of
an independent board member.
* Legal Fees: this was a legacy clause from our old term sheet. We think
this new structure aligns interest to keep legal fees low for both sides.

Gary and I are happy to discuss on the phone as well if there are any
questions. Just a quick note that I'll be in New York from Thursday to
Sunday, and back on Sunday night.

Talk soon John!

Ramji Srinivasan
ramji@counsyl.com
Office: 650.206.2417 | Mobile: 650.714.1635
180 Kimball Way
South San Francisco, CA 9408