Subject: Carbotix Termination
From: "Lawrence Kaplan" <[email-masked]>
To: "Jeff Cooper" <[email-masked]>, "Randy Delkus" <[email-masked]>, "Larry Washow" <[email-masked]>, "Greg Mefford" <[email-masked]>, "John Killoren" <[email-masked]>, "David Rosen" <[email-masked]>, "Christopher Buehrle" <[email-masked]>, "Hunter Biden" <[email-masked]>
Cc: "Scott Wanamaker" <[email-masked]>
Date: Wed, 26 Feb 2014 09:03:07 -0600

This is to inform you that we are no longer pursuing the Carbotix
opportunity.  After nine months of working on this (since last May), I am
sorry it did not have a positive outcome.

Explanation

You will recall that our LOI for the acquisition of Medpak included a
standstill clause under which Medpak agreed not to entertain any other
offers.  Our primary goal during that period was to raise funds.  The LOI
was originally set to expire in late November but was extended three times
at our request, ultimately to February 15.  Medpak recently received an
offer from a third party to license their technology on an exclusive basis
for the region of China, and Medpak has informed us that they are pursuing
that offer and thus any further dealings with us would exclude China.  A
significant portion of our Carbotix plan and financial projections were
based on China business.  Also, as there is only one known manufacturer of
the underlying polymer and that manufacture is based in China and would need
to serve the exclusive licensee; this would pose a significant challenge and
risk for production and scaling.

For us to have moved forward with Carbotix by the expiration of the LOI, we
needed to raise a minimum of $3M, though we would have considered starting
with less (at least $2M) if additional near-term investors seemed highly
likely.  We obtained commitments for about $1.2M, mostly in Q4 last year and
were unable to generate any meaningful new commitments over the past couple
months.  Of this amount, a commitment of $250K became less certain over
time.  During the past weeks 4-6 weeks, we had been pursuing 5 large
investors/groups that were each considering multi-million dollar investments
("Lead Investors").  Three of them informed us that they would only consider
investing if Eudora (inclusive of its existing investors) first used their
own money to acquire the Medpak assets and begin operating.  We were open to
that possibility if we could agree with the Lead Investor in advance on the
amount they would commit to investing and at what valuation, at least on a
ballpark basis.  All three indicated that they were not willing to discuss
those terms until after the acquisition.  We had given the other two Lead
Investors a deadline of yesterday to make a decision (realizing internally,
of course, that a positive decision would have required us to go back to
Medpak and reclaim the China region, which may not have been possible).  One
of the Lead Investors (a friend of Xiaoying's in China) informed us on
Monday of this week that he will not be investing and the other one has not
provided a response.

Next Steps

As part of closing down this matter, we are obligated to return or destroy
Medpak's confidential information.  We have thus prepared two forms of
notices, one for individuals who agreed to invest and one for individuals
who did not, as set forth below.  Please coordinate with Scott and me to
ensure that these messages go out to all individuals to whom you sent
Carbotix materials.  Please also destroy any confidential Carbotix materials
in your own files.

Let me know if you have any questions.

Regards,
Larry

For "Yes" Investors

> We'd like to thank you for your interest in Carbotix over the past months.  We
> made substantial progress gaining investment commitments, but did not meet the
> minimum we believed we needed to properly capitalize the venture.  While we
> received significant interest from several potential lead investors who could
> have closed the gap, we were unable to reach agreement with them on terms that
> we believed would be fair for all stakeholders.  Consequently, we have decided
> not to pursue this venture further.  It's possible that a lead investor could
> return and reignite the project; however, we are proceeding as if that will
> not occur.  We greatly appreciate the time you spent engaging with us on this
> and look forward to finding another opportunity in the future to work
> together. 
> 
> We need to ask that you please destroy all confidential information relating
> to Carbotix and would appreciate your confirming that you've done this by
> reply to this email.
> 
> Thanks again.

For "No" Investors
> Late last year or earlier this year, we communicated with you relating to an
> investment opportunity in Carbotix.  Though you decided not to participate, we
> greatly appreciate your having given it consideration.
> We need to ask that you please destroy all confidential information relating
> to Carbotix and would appreciate your confirming that you've done this by
> reply to this email.