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TERM SHEET FOR PRIVATE EQUITY FINANCING [INVESTOR] (“Investor”) shall purchase [QUANTITY] shares of Preferred Convertible Preferred Stock ("Preferred Stock") to be issued by [ISSUING COMPANY NAME] (the "Company") at a price per share of [PRICE] (the "Purchase Price"). In addition, Investor acknowledges that other investors will purchase at least [QUANTITY] shares but not more than [QUANTITY] shares of Preferred Stock at the Purchase Price. The Preferred Stock shall be convertible on a one-for-one exchange basis (adjusted for future stock splits) into common stock of the Company ("Common Stock") at any time at the option of the stock holder. The Purchase Price shall be equivalent to a pre-investment valuation of the Company of [VALUATION]. The calculation is based on [NUMBER] shares of Common Stock. If the number of shares issued increases before the close of this transaction, the price per share for Preferred Stock will be reduced so as to maintain the pre-investment valuation of the Company. Use of Proceeds The funds raised from the sale of Preferred Stock shall be used for working capital purposes [INCLUDE MORE SPECIFC TERMS AS NECESSARY]. The Pref