Private placement term sheet

Signed on …./08/2016

General Provisions | General Provisions | General Provisions | General Provisions

| Commitment to negotiate in good faith | | The Parties commit to negotiate in good faith the contractual and corporate documentation that will take over and govern the terms, conditions and principles set forth in this Term Sheet.

The objective of the Parties is to achieve a closing of the transaction no later than [Target Closing Date], but the failure to do so shall not constitute a termination of such negotiations nor a waiver of any duties or obligations between the Parties.

| Parties | | [COMPANY] ([COMPANY]);

[COMPANY]

(hereinafter collectively the “Parties” or individually a “Party”).

Private placement of [COMPANY]’ shares to [COMPANY] | Private placement of [COMPANY]’ shares to [COMPANY] | Private placement of [COMPANY]’ shares to [COMPANY] | Private placement of [COMPANY]’ shares to [COMPANY]

| Private placement | | Investor wishes to subscribe to a share issuance of Company as a private placement

Main terms and conditions are as follows:

| Commitments of [COMPANY] | | [COMPANY] shall use the proceeds of the sale of Shares pursuant to Section 3

Allow Investor and its advisors to perform confirmatory due diligences

Shareholders agreements | Shareholders agreements | Shareholders agreements | Shareholders agreements