This Term Sheet for Convertible Preferred Stock sets out a summary of the proposed terms under which an investor will purchase convertible preferred stock. This is a non-binding document and will be followed with definitive stock purchase agreements. The Term Sheet includes information regarding: i) number of shares to be purchased and the total, and per, share purchase price; ii) regarding dividends; iii) investor rights including voting, liquidation, preemptive and registration rights; iv) employee stock options; v) and restrictive covenants.

This Term Sheet for Convertible Preferred Stock includes:

• Stock: Amount of stock, purchase price and price per each share;
• Takedowns: Stock shall be taken down in three increments which are set out in clear detail;
• Voting Rights: Holders of preferred stock have the right to vote the number of shares owned;
• Holder: Information regarding each holder of shares including number of shares and percentage of total shares.

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This attorney-prepared packet contains:

1. General Information
2. Instructions and Checklist
3. Term Sheet for Convertible Preferred Stock

State Law Compliance: This form complies with the laws of all states