EMAIL DETAILS

Great. We should have a short list of Board candidates that we recommend to Goldman and Counsyl. Control our own destiny before someone else does . . .

Hunter, can you think about folks in the healthcare policy world that would a be good addition?

Devon - maybe someone from the Heinz Family Office network, I think Health Care policy was their main policy issue when Chris's Mom was active in DC a few years back.

I think some of the key needs / attributes are:

1. Access to payers - We have a list of payers that are not yet participating (John, you circulate the targeted payers?)
2. Will be a good name for a public company and lend credibility to the IPO
3. Access to international markets - Canada, China, Middle East, Europe.
4. Lab business credentials -knows how to build and operational monster
5. Maybe a woman to balance out the testosterone of the board and management team - ironic as the focus is reproductive testing and breast cancer testing.

Guys - any other thoughts?

Best,

Neil


--------------------
Neil Callahan
Rosemont Seneca
917-945-9516

> On Apr 2, 2014, at 6:56 AM, John DeLoche <john@rstp.com> wrote:
>
> 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
>
> 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.
>
>
> ---------- 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 94080
>
>
> <Series D Term Sheet (Counsyl clean) .docx>
> <Series D Term Sheet (Counsyl redline) .docx