EMAIL DETAILS

We should have 3-5 names. Board candidates conflict out and can't join for
lots of reasons, so we should come with a few options.


Neil Callahan

Rosemont Seneca Technology Partners

Carnegie Hall Tower

152 West 57th, 47th Floor

New York, NY 10019

212-933-9965 (o)

917-945-9516 (m)

866-749-8879 (f)

www.rstp.com <http://www.rstp.com/>


Confidentiality Warning: This e-mail contains information intended only for
the use of the individual or entity named above. If the reader of this
e-mail is not the intended recipient or the employee or agent responsible
for delivering it to the intended recipient, any dissemination, publication
or copying of this e-mail is strictly prohibited. The sender does not accept
any responsibility for any loss, disruption or damage to your data or
computer system that may occur while using data contained in, or transmitted
with, this e-mail.If you have received this e-mail in error, please
immediately notify us by return e-mail. Thank you


From: William Lee [mailto:will@rstp.com]
Sent: Wednesday, April 02, 2014 7:56 AM
To: Neil Callahan
Cc: John DeLoche; Devon Archer; Hunter Biden; Rob Walker
Subject: Re: clean and marked up copies


I have set up a meeting for Ramji to meet Shirley Young, a former exec who
brought GM to China, and former board member of Salesforce.com, BofA and
Verizon. A very sharp lady who can help take them public and market entry
for China.


-Will


On Apr 2, 2014, at 4:36 AM, Neil Callahan <ncallahan@rosemontseneca.com>
wrote:


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 <tel:415%20767%201288>

mobile: 415 793 7070 <tel:415%20793%207070>


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>