Capital Table for both the series A and Series B term sheets - formatted as the screenshot. As well as dividends, Forced Conversion, Voluntary conversion rate.

Format

Information: SERIES A

Information: SERIES B

Securities: 2,500,000 shares of Series A Preferred Stock and, for each share so purchased, warrants to purchase an additional 0.15 shares of Series A Preferred Stock at an exercise price of $7.00 per share ("Units"). Investors: The Units will be offered only to "accredited investors" as defined in Regulation D under the Securities Act Aggregate Proceeds: $17,500,000 Price: $7.00 per Unit (the "Sale Price"). Placement Agent: Morgan Stanley & Co. Incorporated (the "Placement Agent") to act on a "best efforts" basis. The Company will pay in cash a placement fee equal to 5% of the aggregate offering proceeds. The capitalization of the Company giving effect to the Financing will be as follows: Total Percentage Ownership Name or Entity Class of Stock Number of Shares Existing Investors New Investors Common (Class A and B) Series A Preferred Warrants to Purchase Series A Preferred 7,931,060 2,500,000 61% 19% 375,000 3% Reserved for Management and Employees Total Common (Class A and B) 2,143,846 12,949,906 17% 100% aWhile the term sheet was prepared assuming the sale of 2.5 million shares, 2,22 milion shares were actually sold. bincludes 157,677 shares issued as part of the Fuller Research & Development Company merger, 389,820 shares issued pursuant to restricted stock grants and 1,087,962 shares subject to options granted to Daniel R Kranzler. Excludes 643,600 shares reserved for future grant. Rights and Preferences of Series A Preferred The Series A Preferred shall be entitled to: (1) An 8% non-cumulative dividend preference; any such dividend to be paid when and if declared by the Board of Directors out of funds legally available for such purpose. (2) A liquidation preference equal to the Sale Price per share plus declared and unpaid dividends. Thereafter, all remaining assets shall be distributed among the holders of Common Stock ("Common"). A change in control of the Company by way of merger, sale of assets or other reorganization shall constitute a liquidation event Securities: 2,000,000 shares of Series B Preferred Stock ("Shares"). Investors: The Shares will be offered only to "accredited investors" as defined in Regulation D under the Securities Act $16,000,000 Aggregate Proceeds: Price: $8.00 per Share (the "Sale Price"). Placement Agent: Morgan Stanley & Co. Incorporated (the "Placement Agent") on a "best efforts" basis. The Company will pay in cash a placement fee equal to 5% of the aggregate offering proceeds. The capitalization of the Company giving effect to the Financing will be as follows: Total Percentage Ownership Name or Entity Class of Stock Number of Shares Existing Investors Common (Class A and B) 8,086,099 2,220,726 53% Series A Preferred 15% Warrants to Purchase Series A Preferred Series B Preferred 333,110 2% New Investors 2,000,000 13% Reserved for Directors, Management & Employees Common (Class A and B) 2,582,047 17% Total 15,221,982 100% encludes 1,087,962 shares subject to options granted to Daniel R. Kranzler. Rights and Preferences of Series B Preferred The Series B Preferred shall be entitled to: (1) An 8% non-cumulative dividend preference in pari passu with the Series A Preferred Stock (the Series A and Series B Preferred Stock are collectively referred to herein as the "Preferred"); any such dividend to be paid when and if declared by the Board of Directors out of funds legally available for such purpose. (2) A liquidation preference equal to the Sale Price per share plus declared and unpaid dividends payable in pari passu with the Series A Preferred. Thereafter, all remaining assets shall be distributed among the holders of Common Stock ("Common"). A change in control of the Company by way of merger, sale of assets or other reorganization shall constitute a liquidation event. (3) The right of conversion of the Series B Preferred into Class A Common Stock, at the option of the holder, at the initial ratio of one- for-one ("Conversion Ratio") at any time; provided, however, the Series B Preferred shall automatically convert upon (i) an initial public offering ("IPO") with gross proceeds of at least $10,000,000 and a per share price of at least $10.50 until June 30, 1996 or at least $12.00 after June 30, 1996, or (i) the written consent of holders of at least two- thirds of the Preferred (4) Antidilution adjustment, on a weighted-average basis using a broad-based formula, for any new issues at a purchase price less than the Series B conversion price, except for issues of employee shares or on recapitalizations. Proportional adjustment of the Series B conversion price in the event of a stock split, combination, reclassification and the like. Securities: 2,500,000 shares of Series A Preferred Stock and, for each share so purchased, warrants to purchase an additional 0.15 shares of Series A Preferred Stock at an exercise price of $7.00 per share ("Units"). Investors: The Units will be offered only to "accredited investors" as defined in Regulation D under the Securities Act Aggregate Proceeds: $17,500,000 Price: $7.00 per Unit (the "Sale Price"). Placement Agent: Morgan Stanley & Co. Incorporated (the "Placement Agent") to act on a "best efforts" basis. The Company will pay in cash a placement fee equal to 5% of the aggregate offering proceeds. The capitalization of the Company giving effect to the Financing will be as follows: Total Percentage Ownership Name or Entity Class of Stock Number of Shares Existing Investors New Investors Common (Class A and B) Series A Preferred Warrants to Purchase Series A Preferred 7,931,060 2,500,000 61% 19% 375,000 3% Reserved for Management and Employees Total Common (Class A and B) 2,143,846 12,949,906 17% 100% aWhile the term sheet was prepared assuming the sale of 2.5 million shares, 2,22 milion shares were actually sold. bincludes 157,677 shares issued as part of the Fuller Research & Development Company merger, 389,820 shares issued pursuant to restricted stock grants and 1,087,962 shares subject to options granted to Daniel R Kranzler. Excludes 643,600 shares reserved for future grant. Rights and Preferences of Series A Preferred The Series A Preferred shall be entitled to: (1) An 8% non-cumulative dividend preference; any such dividend to be paid when and if declared by the Board of Directors out of funds legally available for such purpose. (2) A liquidation preference equal to the Sale Price per share plus declared and unpaid dividends. Thereafter, all remaining assets shall be distributed among the holders of Common Stock ("Common"). A change in control of the Company by way of merger, sale of assets or other reorganization shall constitute a liquidation event Securities: 2,000,000 shares of Series B Preferred Stock ("Shares"). Investors: The Shares will be offered only to "accredited investors" as defined in Regulation D under the Securities Act $16,000,000 Aggregate Proceeds: Price: $8.00 per Share (the "Sale Price"). Placement Agent: Morgan Stanley & Co. Incorporated (the "Placement Agent") on a "best efforts" basis. The Company will pay in cash a placement fee equal to 5% of the aggregate offering proceeds. The capitalization of the Company giving effect to the Financing will be as follows: Total Percentage Ownership Name or Entity Class of Stock Number of Shares Existing Investors Common (Class A and B) 8,086,099 2,220,726 53% Series A Preferred 15% Warrants to Purchase Series A Preferred Series B Preferred 333,110 2% New Investors 2,000,000 13% Reserved for Directors, Management & Employees Common (Class A and B) 2,582,047 17% Total 15,221,982 100% encludes 1,087,962 shares subject to options granted to Daniel R. Kranzler. Rights and Preferences of Series B Preferred The Series B Preferred shall be entitled to: (1) An 8% non-cumulative dividend preference in pari passu with the Series A Preferred Stock (the Series A and Series B Preferred Stock are collectively referred to herein as the "Preferred"); any such dividend to be paid when and if declared by the Board of Directors out of funds legally available for such purpose. (2) A liquidation preference equal to the Sale Price per share plus declared and unpaid dividends payable in pari passu with the Series A Preferred. Thereafter, all remaining assets shall be distributed among the holders of Common Stock ("Common"). A change in control of the Company by way of merger, sale of assets or other reorganization shall constitute a liquidation event. (3) The right of conversion of the Series B Preferred into Class A Common Stock, at the option of the holder, at the initial ratio of one- for-one ("Conversion Ratio") at any time; provided, however, the Series B Preferred shall automatically convert upon (i) an initial public offering ("IPO") with gross proceeds of at least $10,000,000 and a per share price of at least $10.50 until June 30, 1996 or at least $12.00 after June 30, 1996, or (i) the written consent of holders of at least two- thirds of the Preferred (4) Antidilution adjustment, on a weighted-average basis using a broad-based formula, for any new issues at a purchase price less than the Series B conversion price, except for issues of employee shares or on recapitalizations. Proportional adjustment of the Series B conversion price in the event of a stock split, combination, reclassification and the like