Financial Terms Sheet Draft

FINANCIAL TERMS SHEET DRAFT

Parties

Lender:

Borrower:

Transaction Overview

Principal Amount: $    Instrument Type: Loan Promissory Note Convertible Note Line of Credit Other:

Use of Proceeds:

Economic Terms

Interest Rate: %    Rate Type: Fixed Variable (index plus spread)   Compounding:

Payment Frequency:   Amortization:

Term:    Maturity Date:

Fees and Expenses

Origination Fee: % of principal   Upfront Fees: $

Security and Credit Support

Guaranty Required: Yes No   If yes, Guarantor(s):

Covenants, Conditions & Default

Cure Period for Non-Payment: days   Late Fee: % of overdue amount

Conditions to Closing

Commercial and Legal Provisions

Governing Law:    Jurisdiction:

Exclusivity Period (days):

Binding Effect

Except as expressly set forth below, this Terms Sheet is a non-binding expression of intent summarizing the principal economic and legal terms of the proposed financing. The parties acknowledge that no binding obligation to enter into definitive loan documentation will exist until mutually executed definitive agreements have been delivered and all conditions precedent have been satisfied or waived. The following provisions are intended to be binding and enforceable: confidentiality, exclusivity, and expense allocation.

Expiration and Miscellaneous

Offer Expires On:    Closing Target Date:

Financial Summary

Principal: $   Interest Rate: %   Term:

Estimated Monthly Payment: $   Estimated Total Fees: $

Acknowledgement

The undersigned acknowledge that this Terms Sheet is a draft and that the parties intend to negotiate in good faith to prepare definitive documentation reflecting these material terms. Neither party will be obligated to consummate the proposed financing unless and until definitive agreements are executed and delivered by all parties and all specified conditions precedent are satisfied or waived, except as set forth in the Binding Effect section above.

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