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Begin forwarded message:

> From: John DeLoche <jdeloche@rosemontseneca.com>
> Date: March 27, 2014 at 11:06:22 PM EDT
> To: Julia Feldman <julia.feldman@gs.com>, Derek Krouner <Derek.Krouner@gs.com>
> Cc: William Lee <will@rstp.com>
> Subject: Counsyl status update
>
> Julia and Derek,
>
> We have had multiple discussions this week and through this evening with management and other preferred shareholders regarding this round. There was a camp that was trying to use this round as a way to optimize price. We think we have talked them down from that position and expect to have a call tmw with the company to get to final terms.
>
> One issue where we have expressed some flexibility and on which we would like your opinion is a larger increase in the option pool, from our suggested 3% to 5 or 6%. The company thinks this is important for key management hires including CFO, CMO and potentially others and we think this makes sense.
>
> We have stood firm on price and board representation and have indicated we don't have flexibility there.
>
> Once we have a final term sheet we will get you an updated returns analysis and deal memo and continue with confirmatory DD.
>
> Please let us know is you have any questions.
>
> Best,
>
> John
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> Sent from my iPhon