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Gents,

Please find attached back of the envelope merger model and ipo analysis for
eSilicon/OSI. We had some calls over the weekend with the company's
management team as well as Riverwood/Michael Marks and are structuring a
path forward. The current state of the discussions is to fix eSilicon's
valuation at $1.00 a share, which is a discount to their $1.18 409a
valuation, but a necessity to make the return numbers work. We would then
negotiate the best deal possible to acquire OSI (this model assumes a range
of $40mm-$70mm), consolidate the companies and take eSilicon public in Q4
2014/Q2015 conditions permitting, taking advantage of the S-1 they have
filed.

Let's discuss this as well as Counsyl on the call today.

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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