[COMPANY]

Debt Financing Proposal

December 6, 2016

[INDIVIDUAL], CEO

[COMPANY]

[ADDRESS]ive, Suite 470

[CITY], [STATE] [ZIP]

Dear [First Name]:

It is our pleasure to express the interest of [COMPANY] ([COMPANY]) in financing the needs of [COMPANY] (“[COMPANY]”). This letter outlines prospective terms that [COMPANY] is willing to consider; it is intended for discussion purposes only and is not to be construed as a financing commitment on the part of [COMPANY]. Any such commitment would be subject to the satisfactory conclusion of [COMPANY]’s due diligence and credit approval process, as well as definitive documentation which would supersede this letter.

The following is a summary of the basic business points:

If the basic terms and conditions described above are acceptable, please remit to us the sum of $5,000 together with a signed copy of this proposal letter by [Response Deadline] or by such later date agreed upon by [COMPANY] in writing. [COMPANY] will use the GFD to cover costs, fees, and expenses it may incur (collectively, the “Costs”), including, without limitation, costs of due diligence and fees of attorneys, appraisers, examiners, and consultants.

If the proposed loan transaction closes, [COMPANY] will apply the GFD toward the Costs, and any remaining GFD will be applied to the fees due on closing. If [COMPANY] declines to proceed with the loan transaction, [COMPANY] will return the GFD. If [COMPANY] approves the loan transaction, but the loan transaction does not close (other than as a result of a breach by [COMPANY] of its commitment), [COMPANY] shall retain the entire GFD. If the GFD is not sufficient to cover all Costs, the Borrower shall provide [COMPANY] with additional funds to pay all such Costs, on request of [COMPANY]. Borrower further acknowledges that, simultaneous with the issuance by [COMPANY] of any form of an approval, Borrower shall authorize [COMPANY] to engage attorneys to commence, at Borrower’s expense (regardless of whether transaction closes or not), due diligence review of documentation pertaining to the proposed transaction, as well as drafting of definitive documentation that will supersede this proposal letter.

Acceptance of this letter will constitute your instruction to the Bank to commence its due diligence and loan approval processes. If approved, the Bank shall commence preparation of documentation that shall supersede this letter at Borrower’s expense. Except for your obligation to pay the Bank’s expenses and charges described above, this letter and our other communications and negotiations regarding the proposed facility does not constitute an agreement or an offer and does not create any legal rights benefiting, or obligations binding on, either of us. It is intended that all legal rights and obligations of the Bank and Borrower will be set forth in signed definitive loan documents.