This Bridge Financing Term Sheet is a document between a company and an individual or entity (known as the "Noteholder" or “Investor”) who is agreeing in principal to provide interim financing to the company in exchange for a warrant to purchase the company's common stock. This document sets out the key terms of the proposed financing including the amount to be financed, financing due date and collateral that will secure any notes entered into under the agreement. It is non-binding but essential when entering into this type of transaction.

This Term Sheet also specifies that the notes will be automatically converted during a qualified financing to shares of the equity purchased in the financing.

This Bridge Financing Term Sheet contains the following:

• Parties: Sets out the names of the company and the noteholders;
• Intent: Intent of the document is to describe key terms of the proposed financing;
• Amount/Security: Amount of financing and that it will be secured by convertible notes and warrants. Description of collateral of the notes and warrants is also included;
• Interest Rate: Amount of interest due per annum;
• Use of Proceeds: Sets out a description of use and how the company will be capitalized.

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This attorney-prepared packet contains:

1. General Information
2. Instructions and Checklist
3. Bridge Financing Term Sheet

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