Term Sheet Markup

The Board of Directors shall consist of five (5) members: two (2) designated by the holders of Common Stock (the "Founder Directors"), two (2) designated by the holders of Series A Preferred Stock (the "Investor Directors"), and one (1) independent director mutually agreed upon by the Founder Directors and the Investor Directors.

In the event of any liquidation, dissolution or winding up of the Company, the holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution to holders of Common Stock, an amount per share equal to two times (2x) the Original Issue Price, plus any declared but unpaid dividends.

After payment of the Liquidation Preference set forth above, the remaining assets of the Company available for distribution shall be distributed among all holders of Common Stock and Series A Preferred Stock on an as-converted to Common Stock basis.

The holders of Series A Preferred Stock shall be entitled to receive cumulative dividends at the rate of eight percent (8%) per annum of the Original Issue Price, compounding annually, whether or not declared by the Board of Directors.

Each holder of Series A Preferred Stock shall have the right to purchase its pro rata share of any future securities offered by the Company, based on such holder's percentage ownership of the Company on a fully diluted basis at the time of such offering.

For so long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without the written consent of the holders of a majority of the Series A Preferred Stock: (i) sell or merge the Company; (ii) amend the Certificate of Incorporation; (iii) create any new class of stock senior to Series A; (iv) increase or decrease the size of the Board; (v) hire or terminate the Chief Executive Officer or Chief Financial Officer; (vi) approve the annual operating budget or any variance greater than ten percent (10%) therefrom; (vii) enter into any material contract in excess of $100,000.

The Company shall deliver to each Major Investor: (i) annual audited financial statements within 120 days of year end; (ii) unaudited quarterly financial statements within 45 days of quarter end; (iii) an annual budget approved by the Board at least 30 days prior to each fiscal year; (iv) prompt notice of any material adverse change in the business.

If holders of a majority of the Series A Preferred Stock and a majority of the Common Stock elect to approve a sale of the Company, then all other stockholders shall be obligated to vote in favor of such transaction and to sell their shares on the same terms.

Each Founder agrees to devote their full business time and attention to the Company and shall not engage in any other business activity without prior written consent of the Board. Each Founder further agrees to a non-compete and non-solicitation period of twenty-four (24) months following termination of employment.