TERM SHEET

FOR SERIES A PREFERRED STOCK FINANCING OF

[COMPANY]__, [YEAR]

This Term Sheet summarizes the principal terms of the Series A Preferred Stock Financing of [COMPANY], a Delaware corporation (the “Company”). In consideration of the time and expense devoted and to be devoted by the Investors with respect to this investment, the No Shop/Confidentiality [and Counsel and Expenses] provisions of this Term Sheet shall be binding obligations of the Company whether or not the financing is consummated. No other legally binding obligations will be created until definitive agreements are executed and delivered by all parties. This Term Sheet is not a commitment to invest, and is conditioned on the completion of due diligence, legal review and documentation that is satisfactory to the Investors. This Term Sheet shall be governed in all respects by the laws of the state of Delaware.

EXECUTED this [__] day of [_________],20[___].

[Signature Blocks]

EXHIBIT A

Pre and Post-Financing Capitalization

Offering Terms |

Closing Date: | As soon as practicable following the Company’s acceptance of this Term Sheet and satisfaction of the Conditions to Closing (the “Closing”). [provide for multiple closings if applicable]

Investors: | Investor No. 1: [_______] shares ([__]%), $[_________]

Investor No. 2: [_______] shares ([__]%), $[_________]

[as well other investors mutually agreed upon by Investors and the Company]

Amount Raised: | $[________], [including $[________] from the conversion of principal [and interest] on bridge notes].