EMAIL DETAILS

FYI from NB. We need to finalize GP splits real time here guys. I think
they will insist Will be part of Key man which is fine and our existing LPs
will agree with.

---------- Forwarded message ----------
From: Manor, Doug <Doug.Manor@nb.com>
Date: Fri, Apr 18, 2014 at 9:43 AM
Subject: Due Diligence Requests
To: "John DeLoche (john@rstp.com)" <john@rstp.com>, "William Lee (
will@rstp.com)" <will@rstp.com>
Cc: "Daggett, Paul" <pdaggett@nb.com>, "Czinege, Tyler" <
tyler.czinege@nb.com>


Hi John & Will,


Thank you again for your hospitality yesterday and for arranging the
diligence session and Counsyl site visit on such short notice. In order to
complete our due diligence process in the next few weeks, we have several
additional requests for information (listed below). Please feel free to
send these over piecemeal, or if anything needs to be addressed verbally
over the phone, just let me know.


· Any updated versions of the Counsyl IC memo or financial model

· Audited (or finalized and approved) financial statements for
Counsyl for the years ended 2011, 2012 and 2013

· Any quality of earnings reports that have been generated for
Counsyl for this or prior investment rounds

· Any other call notes that you have for the Counsyl diligence
process

· A copy of your IC memo for Metabiota

· Operating and financial performance metrics for Metabiota for the
years ended 2011, 2012 and 2013 (Revenue, Gross Profit, EBIT, EBITDA, Net
Cash/Debt position, other company-specific metrics). We will accept as
much information as you can provide

· Exact split of management company ownership and carried interest
between the RSTP partners

· Justification for why Will is not included in the Key Man
provision of RSTP II


Thanks and have a nice holiday weekend,


Doug


*Doug Manor*
Vice President
NB Alternatives | Private Equity
Neuberger Berman
Tel: 214.647.9597
Fax: 214.647.9501

Email: *Doug.Manor@nb.com <Doug.Manor@nb.com>*
www.nb.com


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