Convertible Note Term Sheet

The following is a summary of the basic terms and conditions of a proposed convertible promissory note financing of , , with registered address at . This term sheet is for discussion purposes only and is not binding on Company or the Investors (as defined below).

Issuer (the Company)
Financing Amount Up to $ SGD worth of convertible promissory notes (the Notes).
Closings The Company may close the sale of the Notes in one or more closings with one or more purchasers of the Notes acceptable to the Company (the Investors).
Investment Amount The amount invested by an Investor for the purchase of such Investor's Convertible Securities (the Investment Amount).
Definitive Agreement The Notes will be issued and sold pursuant to a convertible note purchase agreement prepared by the Company's legal counsel (the Note Purchase Agreement).
Maturity Date Principal and unpaid accrued interest on the Notes will be due and payable twenty-four (24) months from the date of the Note Purchase Agreement (the Maturity Date).
Interest Interest will accrue on an annual basis at the rate of % per annum based on a 365 day year.
Qualified Financing The issuing of Equity Securities in a transaction or series of related transactions resulting in aggregate gross proceeds to the Company of at least $ SGD, including conversion of the Notes and any other indebtedness.
Conversion Price The Conversion Price is the lesser of
  1. % of the per share price paid by the purchasers of such Equity Securities in the Qualified Financing (the Discounted Conversion Price), or
  2. the price per share equal to $ SGD divided by the aggregate number of outstanding shares of the Company's Common Stock as of immediately after the initial closing of the Qualified Financing (assuming full conversion or exercise of all convertible and exercisable securities then outstanding other than the Notes) (the Valuation Cap).
Automatic Conversion

Automatic Conversion in a Qualified Financing. If the Company issues Equity Securities in a Qualified Financing, then the Notes, and any accrued but unpaid interest thereon, will automatically convert into the equity securities issued pursuant to the Qualified Financing at the Conversion Price.

Automatic Conversion at the Maturity Date. If the Notes have not been previously converted pursuant to a Qualified Financing, then, effective upon the Maturity Date, the Notes, and any accrued but unpaid interest thereon, will automatically convert into Equity Securities at the Valuation Cap.

Optional Conversion If the Maturity Date or a Qualified Financing has not occurred, the Investor may elect to convert the entire Investment Amount into Equity Securities at the Valuation Cap.
Sale of the Company If a Qualified Financing has not occurred and the Company elects to consummate a sale of the Company prior to the Maturity Date, then upon the election of the Investor, either
  1. the Investor shall receive a payment equal to one and half (1.5) times the Notes, or
  2. the entire Investment Amount shall convert into Equity Securities at the Valuation Cap.
Pre-Payment The principal and accrued interest may not be prepaid unless approved in writing by Investors holding Notes whose aggregate principal amount represents a majority of the outstanding principal amount of all then-outstanding Notes (the Requisite Holders).
Amendment and Waiver The Note Purchase Agreement and the Notes may be amended, or any term thereof waived, upon the written consent of the Company and the Requisite Holders.
No Security Interest The Notes will be a general unsecured obligation of the Company.
Investor Rights The Investor will have customary information and inspection rights, including receiving an annual budget, annual unaudited financial statements, quarterly unaudited financial statements, and any other information reports prepared for shareholders while the Notes remains outstanding.
Fees and Expenses Each Investor will bear its own fees and expenses incurred in the transaction.