Please answer as much as possible, or let me know if you need more information. I attached the prompt amd you will be required to fill in the blank. Thank you

Congratulations! You've decided to become an entrepreneur and start your own customized augmented reality platform through your company BLAW Corp, a New Mexico corporation. Your product applies a Snapchat like filter on Zoom meetings that makes users look like they are wearing business dothes not sweats. After receiving $100k in Investments from your friends in family, you've developed a relationship with a high net worth angel investor, Angela Vester who typically invests in augmented reality solutions Currently, your company ownership as follows. Shareholders Common Shares Owned Ownership Alex F. Cofounder) 475,000 47.5% Sidney D. (Cofounder) 400,000 40% Ridley S. (Investor) 50,000 5% Gene F. (Investor) 50,000 596 Charlie T. (Early Employee) 25,000 2.5% Angela wants to invest in a Series Seed Preferred equity round for BLAW Corp. She will invest $200,000 at a $1,000,000 pre-money valuation. The round will be performed February 2021. Her requirements for the investment are: The deal must be fully negotiated by January 15, 2021; 1. That her investment qualifies her as a major investor 2. The Series Seed Preferred shareholders get to elect one board member; 3. She receives a board seat; 4. If the company winds down, she will receive 1.5x the purchase price; 5. The company cannot without written Series Seed Preferred shareholder approval, take on any debts exceeding $100,000; 6. The company cannot, without written Series Seed Preferred shareholder approval, increase or decrease the size of the Board of Directors: 7. The company shall be responsible for legal fees for the transaction and the fees cannot exceed $15,000; 8. That she receives the following "pro rata rights": 1 "All Major Investors shall have a pro rata right, based on their percentage equity ownership in the Company (assuming the conversion of all outstanding Preferred Stock into Common Stock and the exercise of all options outstanding under the Company's stock plans), to participate in subsequent issuances of equity securities of the Company (excluding those issuances listed at the end of the "Anti-dilution Provisions" section of this Term Sheet. In addition, should any Major Investor choose not to purchase its full pro rata share, the remaining Major Investors shall have the right to purchase the remaining pro rata shares." 9. That the Board of Directors meets quarterly: 10. That the company take out key person insurance for the two cofounders: 11. Drag along and rights of co-sale apply to holders of greater than 5% of stock, and 12. The company is not allowed to speak to other investors except Arrowhead Innovation Fund. Fill in the blanks in the term sheet to meets her requirements. You will need to determine the price per share and fill out the post capitalization (post investment) cap table in Exhibit A to how the equity breakdown in the company TERM SHEET FOR SERIES SEED PREFERRED STOCK FINANCING OF COMPANY NAME] IMONTH/YEAR OF ROUND) This Term Sheet summarizes the principal terms of the Series Seed Preferred Stock Finandng of a [STATE OF INCORPORATION corporation (the "Company'). In consideration of the time and expense devoted and to be devoted by the Investors with respect to this investment, the No Shop/Confidentiality provisions of this Term Sheet shall be binding obligations of the Company whether or not the financing is consummated. No other legally binding obligations will be created until definitive agreements are executed and delivered by all parties. This Term Sheet is not a commitment to invest, and is conditioned on the completion of due diligence, legal review and documentation that is satisfactory to the Investors. This Term Sheet shall be governed in all respects by the laws of [STATE OR INCORPORATION). Offering Terms As soon as practicable following the Company's acceptance of this Closing Date: Term Sheet and satisfaction of the Conditions to Closing (the "Closing) Investors: Amount Raised: SE SI Price Per Share: per share (based on the capitalization of the Company set forth below) (the "Original Purchase Price"). The Original Purchase Price is based upon a fully-diluted pre- Pre-Money Valuation: money valuation of The Company's capital structure before and after the Closing is set Capitalization: forth on Exhibit A CHARTER First pay Dividends: Dividends will be paid on the Series Seed Preferred on an as-converted basis when, as, and if paid on the Common Stock In the event of any liquidation, dissolution or winding up of the Company, the proceeds shall be paid as follows: times the Original Purchase Price plus accrued Liquidation Preference: dividends plus declared and unpaid dividends on each share of Series Seed Preferred (or, if greater the amount that the Series Seed Preferred would receive on an as converted basis). The balance of any proceeds shall be distributed pro rata to holders of Common Stock A merger or consolidation (other than one in which stockholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) and a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company will be treated as a liquidation event (a "Deemed Liquidation Event), thereby triggering payment of the liquidation preferences described above unless the holders of 50% of the Series Seed Preferred elect otherwise The Series Seed Preferred shall vote together with the Common Stock on an as-converted basis, and not as a separate class, except (0 so long as 50% of the shares of Series Seed Preferred are outstanding, the Series Seed Preferred as a class shall be entitled to elect a member of the Board (the "Series Seed Directors) Voting Rights: which shall be and (LI) as required by law. The Company's Certificate of Incorporation will provide that the number of authorized shares of Common Stock may be increased or decreased with the approval of a majority of the Preferred and Common Stock, voting together as a single class, and without a separate class vote by the Common Stock So long as 50% of the shares of Series Seed Preferred are outstanding, in addition to any other vote or approval required under the Company's Charter or Bylaws, the Company will not without the written consent of the holders of at least 50% of the Company's Series Seed Preferred, either directly or by amendment, merger, consolidation, or otherwise: (0) liquidate, dissolve or wind-up the affairs of the Company, or effect any merger or consolidation or any other Deemed Liquidation Event; amend, alter, or repeal any provision of Certificate of Incorporation or Bylaws in a manner adverse th the Series Seed Preferred: Protective Provisions: (111) create or authorize the creation of or issue any other security convertible into or exercisable for any equity security, having rights, preferences or privileges senior to or on parity with the Series Seed Preferred or increase the authorized number of shares of Series Seed Preferred: purchase or redeem or pay any dividend on any capital stock prior to the Series Seed Preferred, other than stock repurchased from former employees or consultants in connection with the cessation of their employment/services at the lower of fair market value or costs or other than as approved by the Board, including the approval of the Series Seed Director(s); (iv) OF (v) create or authorize the creation of any debt security if the Company's aggregate indebtedness would exceed other than equipment leases or bank lines of credit or unless such debt security has received the prior approval of the Board of Directors; create or hold capital stock in any subsidiary that is not a wholly-owned subsidiary or dispose of any subsidiary stock or all or substantially all of any subsidiary assets; or (v1) (vil) in The Series Seed Preferred initially converts 1:1 to Common Stock Optional Conversion: at any time at option of holder, subject to adjustments for stock dividends, splits, combinations and similar events and as described below under "Anti-dilution Provisions." In the event that the Company issues additional securities at a purchase price less than the current Series Seed Preferred conversion price, such conversion price shall be adjusted in accordance with the following formula: Alternative 1: Typical weighted average: CP2 = CP. * (A+B) / (A+C) CP = Series Seed Conversion Price effect immediately after new issue CP, = Series Seed Conversion Price in effect immediately prior to new issue = Number of shares of Common Stock deemed to be outstanding immediately prior to new issue (includes all shares of outstanding common stock Anti-dilution Provisions: all shares of outstanding preferred stock on an as- converted basis, and all outstanding options on an as-exercised basis, and does not include any convertible securities converting into this round of financing) B Aggregate consideration received by the Corporation with respect to the new issue divided by CP - Number of shares of stock issued in the subject transaction The following issuances shall not trigger anti-dilution adjustment: securities issuable upon conversion of any of the Series Seed Preferred, or as a dividend or distribution on the Series Seed Preferred; ii) securities issued up on the conversion of any debenture, warrant, option Common Stock Issuable upon a stock split, stock dividend, or any subdivision of shares of Common Stock; and (lv) shares of Common Stock (or options to purchase such shares of Common Stock) Issued or issuable to employees or directors of, or consultants to, the Company pursuant to any plan approved by the Company's Board of Directors. Each share of Series Seed Preferred will automatically be converted into Common Stock at the then applicable conversion rate in the event of the closing of a firm commitment underwritten Mandatory Conversion: public offering with a price of three times the Original Purchase Price (subject to adjustments for stock dividends, splits, combinations and similar events) and net proceeds to the Company of not less than $50,000,000 (a "QPO"), or (ii) upon the written consent of the holders of 50% of the Series Seed Preferred. STOCK PURCHASE AGREEMENT Representations and Standard representations and warranties by the Company. Warranties: Representations and warranties by Founders regarding technology ownership, etc. to Standard conditions to Closing, which shall include, among other things, satisfactory completion of financial and legal due diligence Conditions to Closing: qualification of the shares under applicable Blue Sky laws, the filing of a Certificate of incorporation establishing the rights and preferences of the Series Seed Preferred, and an opinion of counsel e Company # Company counsel to draft Closing documents. all legal and administrative costs of the financing at Closing. Counsel and Expenses including reasonable lees (not to exceed St 11. unless the transaction is not completed because the Investors withdraw their commitment without cause. to pay INVESTORS' RIGHTS AGREEMENT Management an Information Rights: A Management Rights letter from the Company in a form reasonably acceptable to the Investors will be delivered prior to Closing to each Investor that requests one. Any Major Investor (who is not a competitors will be granted access to Company facilities, and personnel during normal business hours and with reasonable advance notification. The Company will deliver to such Major Investor () annual. quarterly. Common Stock issuable upon a stock split, stock dividend, or any subdivision of shares of Common Stock and (lv) shares of Common Stock (or options to purchase such shares of Common Stock) issued or issuable to employees ar directors of, or consultants to, the Company pursuant to any plan approved by the Company's Board of Directors, Each share of Series Seed Preferred will automatically be converted into Common Stock at the then applicable conversion rate in the event of the closing of a firm commitment underwritten Mandatory Conversion: public offering with a price of three times the Original Purchase Price (subject to adjustments for stock dividends, splits, combinations and similar events) and net proceeds to the Company of not less than $50,000,000 (a "QPO), or (it) upon the written consent of the holders of 50% of the Series Seed Preferred. STOCK PURCHASE AGREEMENT Representations and Standard representations and warranties by the Company. Warranties: Representations and warranties by Founders regarding technology ownership, etc. Standard conditions to Closing, which shall include, among other things, satisfactory completion of financial and legal due diligence, Conditions to Closing qualification of the shares under applicable Blue Sky laws, the filing of a Certificate of incorporation establishing the rights and preferences of the Series Seed Preferred, and an opinion of counsel to the Company Company counsel to draft Closing documents. Counsel and Expenses: all legal and administrative costs of the financing at Closing, including reasonable fees (not to exceed 5 unless the transaction is not completed because the Investors withdraw their commitment without cause. to pay INVESTORS RIGHTS AGREEMENT A Management Rights letter from the Company, in a form reasonably acceptable to the Investors, will be delivered prior to Closing to each Investor that requests one. Management and Information Rights: Any Major Investor (who is not a competitor) will be granted access to Company facilities and personnel during normal business hours and with reasonable advance notification. The Company will deliver to such Major Investor (annual, quarterly. and monthly financial statements, and other information as determined by the Board: (11) thirty days prior to the end of each fiscal year, a comprehensive operating budget forecasting the Company's revenues, expenses, and cash position on a month-to- month basis for the upcoming fiscal year; and () promptly following the end of each quarter an up-to-date capitalization table. A "Major Investor means any Investor who purchases at least 1 of Series Seed Preferred. Right to Participate Pro Rata in Future Rounds: Each current and former Founder, employee and consultant will Non-Disclosure and Developments Agreement: enter into a non-disclosure and proprietary rights assignment agreement in a form reasonably acceptable to the Investors. The Board of Directors shall meet at least unless otherwise agreed by a vote of the majority of Directors. The Company will bind D&O insurance with a carrier and in an amount satisfactory to the Board of Directors. Company to enter Board Matters: into Indemnification Agreement with each Series Seed Director in form acceptable to such director. In the event the Company merges with another entity and is not the surviving corporation, or transfers all of its assets, proper provisions shall be made so that successors of the Company assume the Company's obligations with respect to indemnification of Directors. Company to acquire life insurance on Key Person Insurance: an amount satisfactory to the Board. Proceeds payable to the Company RIGHT OF FIRST REFUSAL/CO-SALE AGREEMENT Company first and Investors second to the extent assigned by the Board of Directors) will have a right of first refusal with respect to any shares of capital stock of the Company proposed to be transferred by Founders and future employees holding greater Right of First Refusal than of Company Common Stock (assuming Right of Co-Sale (Take Me conversion of Preferred Stock and whether then held or subject to Along): the exercise of options), with a right of oversubscription for Investors of shares unsubscribed by the other Investors. Before any such person may sell Common Stock, he will give the Investors an opportunity to participate in such sale on a basis proportionate to the amount of securities held by the seller and those held by the participating Investors VOTING AGREEMENT Holders of Preferred Stock and the Founders and all future holders Drag Along of greater than 1 of Common Stock (assuming conversion of Preferred Stick of options) shall be required to enter into an agreement with the Investors that provides that such stockholders will vote their shares in favor of a Deemed Liquidation Event or transaction in which 50% or more of the voting power of the Company is transferred and which is approved by the Board of Directors and the holders of 50% of the outstanding shares of Preferred Stock, on an as-converted basis (the "Electing Holders'), so long as the liability of each stockholder in such transaction is several and not joint) and does not exceed the stockholder's pro rata portion of any claim and the consideration to be paid to the stockholders in such transaction will be allocated as if the consideration were the proceeds to be distributed to the Company's stockholders in a liquidation under the Company's then-current Certificate of Incorporation. OTHER MATTERS The Company agrees to work in good faith expeditiously towards a closing. The Company and the Founders agree that they will not for a period of thirty days from the date these terms are accepted, take any action to solicit, initiate, encourage or assist the submission of any proposal, negotiation or offer from any person No Shop/Confidentiality: or entity other than the Investors relating to the sale or issuance, of any of the capital stock of the Company or the acquisition, sale. lease, license or other disposition of the Company or any material part of the stock or assets of the Company and shall notify the Investors promptly of any inquiries by any this parties in regards to the foregoing. The foregoing sentence shall specifically exclude any conversations with This Term Sheet expires on Expiration: at 5:00 pm central time if not accepted by the Company by that date. EXECUTED THIS 11TH DAY OF NOVEMBER,2020. [SIGNATURE BLOCKS EXHIBIT A Pre and Post-Financing Capitalization Shareholder Post-Financing # of Common # of Preferred % of Shares Shares Total Alex F. (Cofounder) Sidney D. (Cofounder) Ridley S. (Investor) Gene F. (Investor) Charlie T. (Early Employee) Angela Vester Totalso Pre-Financing # of Common% Shares 475,000 47.5% 400,000 4096 50,000 5% 50,000 5% 25,000 2.5% 1,000,000 100% Congratulations! You've decided to become an entrepreneur and start your own customized augmented reality platform through your company BLAW Corp, a New Mexico corporation. Your product applies a Snapchat like filter on Zoom meetings that makes users look like they are wearing business dothes not sweats. After receiving $100k in Investments from your friends in family, you've developed a relationship with a high net worth angel investor, Angela Vester who typically invests in augmented reality solutions Currently, your company ownership as follows. Shareholders Common Shares Owned Ownership Alex F. Cofounder) 475,000 47.5% Sidney D. (Cofounder) 400,000 40% Ridley S. (Investor) 50,000 5% Gene F. (Investor) 50,000 596 Charlie T. (Early Employee) 25,000 2.5% Angela wants to invest in a Series Seed Preferred equity round for BLAW Corp. She will invest $200,000 at a $1,000,000 pre-money valuation. The round will be performed February 2021. Her requirements for the investment are: The deal must be fully negotiated by January 15, 2021; 1. That her investment qualifies her as a major investor 2. The Series Seed Preferred shareholders get to elect one board member; 3. She receives a board seat; 4. If the company winds down, she will receive 1.5x the purchase price; 5. The company cannot without written Series Seed Preferred shareholder approval, take on any debts exceeding $100,000; 6. The company cannot, without written Series Seed Preferred shareholder approval, increase or decrease the size of the Board of Directors: 7. The company shall be responsible for legal fees for the transaction and the fees cannot exceed $15,000; 8. That she receives the following "pro rata rights": 1 "All Major Investors shall have a pro rata right, based on their percentage equity ownership in the Company (assuming the conversion of all outstanding Preferred Stock into Common Stock and the exercise of all options outstanding under the Company's stock plans), to participate in subsequent issuances of equity securities of the Company (excluding those issuances listed at the end of the "Anti-dilution Provisions" section of this Term Sheet. In addition, should any Major Investor choose not to purchase its full pro rata share, the remaining Major Investors shall have the right to purchase the remaining pro rata shares." 9. That the Board of Directors meets quarterly: 10. That the company take out key person insurance for the two cofounders: 11. Drag along and rights of co-sale apply to holders of greater than 5% of stock, and 12. The company is not allowed to speak to other investors except Arrowhead Innovation Fund. Fill in the blanks in the term sheet to meets her requirements. You will need to determine the price per share and fill out the post capitalization (post investment) cap table in Exhibit A to how the equity breakdown in the company TERM SHEET FOR SERIES SEED PREFERRED STOCK FINANCING OF COMPANY NAME] IMONTH/YEAR OF ROUND) This Term Sheet summarizes the principal terms of the Series Seed Preferred Stock Finandng of a [STATE OF INCORPORATION corporation (the "Company'). In consideration of the time and expense devoted and to be devoted by the Investors with respect to this investment, the No Shop/Confidentiality provisions of this Term Sheet shall be binding obligations of the Company whether or not the financing is consummated. No other legally binding obligations will be created until definitive agreements are executed and delivered by all parties. This Term Sheet is not a commitment to invest, and is conditioned on the completion of due diligence, legal review and documentation that is satisfactory to the Investors. This Term Sheet shall be governed in all respects by the laws of [STATE OR INCORPORATION). Offering Terms As soon as practicable following the Company's acceptance of this Closing Date: Term Sheet and satisfaction of the Conditions to Closing (the "Closing) Investors: Amount Raised: SE SI Price Per Share: per share (based on the capitalization of the Company set forth below) (the "Original Purchase Price"). The Original Purchase Price is based upon a fully-diluted pre- Pre-Money Valuation: money valuation of The Company's capital structure before and after the Closing is set Capitalization: forth on Exhibit A CHARTER First pay Dividends: Dividends will be paid on the Series Seed Preferred on an as-converted basis when, as, and if paid on the Common Stock In the event of any liquidation, dissolution or winding up of the Company, the proceeds shall be paid as follows: times the Original Purchase Price plus accrued Liquidation Preference: dividends plus declared and unpaid dividends on each share of Series Seed Preferred (or, if greater the amount that the Series Seed Preferred would receive on an as converted basis). The balance of any proceeds shall be distributed pro rata to holders of Common Stock A merger or consolidation (other than one in which stockholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) and a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company will be treated as a liquidation event (a "Deemed Liquidation Event), thereby triggering payment of the liquidation preferences described above unless the holders of 50% of the Series Seed Preferred elect otherwise The Series Seed Preferred shall vote together with the Common Stock on an as-converted basis, and not as a separate class, except (0 so long as 50% of the shares of Series Seed Preferred are outstanding, the Series Seed Preferred as a class shall be entitled to elect a member of the Board (the "Series Seed Directors) Voting Rights: which shall be and (LI) as required by law. The Company's Certificate of Incorporation will provide that the number of authorized shares of Common Stock may be increased or decreased with the approval of a majority of the Preferred and Common Stock, voting together as a single class, and without a separate class vote by the Common Stock So long as 50% of the shares of Series Seed Preferred are outstanding, in addition to any other vote or approval required under the Company's Charter or Bylaws, the Company will not without the written consent of the holders of at least 50% of the Company's Series Seed Preferred, either directly or by amendment, merger, consolidation, or otherwise: (0) liquidate, dissolve or wind-up the affairs of the Company, or effect any merger or consolidation or any other Deemed Liquidation Event; amend, alter, or repeal any provision of Certificate of Incorporation or Bylaws in a manner adverse th the Series Seed Preferred: Protective Provisions: (111) create or authorize the creation of or issue any other security convertible into or exercisable for any equity security, having rights, preferences or privileges senior to or on parity with the Series Seed Preferred or increase the authorized number of shares of Series Seed Preferred: purchase or redeem or pay any dividend on any capital stock prior to the Series Seed Preferred, other than stock repurchased from former employees or consultants in connection with the cessation of their employment/services at the lower of fair market value or costs or other than as approved by the Board, including the approval of the Series Seed Director(s); (iv) OF (v) create or authorize the creation of any debt security if the Company's aggregate indebtedness would exceed other than equipment leases or bank lines of credit or unless such debt security has received the prior approval of the Board of Directors; create or hold capital stock in any subsidiary that is not a wholly-owned subsidiary or dispose of any subsidiary stock or all or substantially all of any subsidiary assets; or (v1) (vil) in The Series Seed Preferred initially converts 1:1 to Common Stock Optional Conversion: at any time at option of holder, subject to adjustments for stock dividends, splits, combinations and similar events and as described below under "Anti-dilution Provisions." In the event that the Company issues additional securities at a purchase price less than the current Series Seed Preferred conversion price, such conversion price shall be adjusted in accordance with the following formula: Alternative 1: Typical weighted average: CP2 = CP. * (A+B) / (A+C) CP = Series Seed Conversion Price effect immediately after new issue CP, = Series Seed Conversion Price in effect immediately prior to new issue = Number of shares of Common Stock deemed to be outstanding immediately prior to new issue (includes all shares of outstanding common stock Anti-dilution Provisions: all shares of outstanding preferred stock on an as- converted basis, and all outstanding options on an as-exercised basis, and does not include any convertible securities converting into this round of financing) B Aggregate consideration received by the Corporation with respect to the new issue divided by CP - Number of shares of stock issued in the subject transaction The following issuances shall not trigger anti-dilution adjustment: securities issuable upon conversion of any of the Series Seed Preferred, or as a dividend or distribution on the Series Seed Preferred; ii) securities issued up on the conversion of any debenture, warrant, option Common Stock Issuable upon a stock split, stock dividend, or any subdivision of shares of Common Stock; and (lv) shares of Common Stock (or options to purchase such shares of Common Stock) Issued or issuable to employees or directors of, or consultants to, the Company pursuant to any plan approved by the Company's Board of Directors. Each share of Series Seed Preferred will automatically be converted into Common Stock at the then applicable conversion rate in the event of the closing of a firm commitment underwritten Mandatory Conversion: public offering with a price of three times the Original Purchase Price (subject to adjustments for stock dividends, splits, combinations and similar events) and net proceeds to the Company of not less than $50,000,000 (a "QPO"), or (ii) upon the written consent of the holders of 50% of the Series Seed Preferred. STOCK PURCHASE AGREEMENT Representations and Standard representations and warranties by the Company. Warranties: Representations and warranties by Founders regarding technology ownership, etc. to Standard conditions to Closing, which shall include, among other things, satisfactory completion of financial and legal due diligence Conditions to Closing: qualification of the shares under applicable Blue Sky laws, the filing of a Certificate of incorporation establishing the rights and preferences of the Series Seed Preferred, and an opinion of counsel e Company # Company counsel to draft Closing documents. all legal and administrative costs of the financing at Closing. Counsel and Expenses including reasonable lees (not to exceed St 11. unless the transaction is not completed because the Investors withdraw their commitment without cause. to pay INVESTORS' RIGHTS AGREEMENT Management an Information Rights: A Management Rights letter from the Company in a form reasonably acceptable to the Investors will be delivered prior to Closing to each Investor that requests one. Any Major Investor (who is not a competitors will be granted access to Company facilities, and personnel during normal business hours and with reasonable advance notification. The Company will deliver to such Major Investor () annual. quarterly. Common Stock issuable upon a stock split, stock dividend, or any subdivision of shares of Common Stock and (lv) shares of Common Stock (or options to purchase such shares of Common Stock) issued or issuable to employees ar directors of, or consultants to, the Company pursuant to any plan approved by the Company's Board of Directors, Each share of Series Seed Preferred will automatically be converted into Common Stock at the then applicable conversion rate in the event of the closing of a firm commitment underwritten Mandatory Conversion: public offering with a price of three times the Original Purchase Price (subject to adjustments for stock dividends, splits, combinations and similar events) and net proceeds to the Company of not less than $50,000,000 (a "QPO), or (it) upon the written consent of the holders of 50% of the Series Seed Preferred. STOCK PURCHASE AGREEMENT Representations and Standard representations and warranties by the Company. Warranties: Representations and warranties by Founders regarding technology ownership, etc. Standard conditions to Closing, which shall include, among other things, satisfactory completion of financial and legal due diligence, Conditions to Closing qualification of the shares under applicable Blue Sky laws, the filing of a Certificate of incorporation establishing the rights and preferences of the Series Seed Preferred, and an opinion of counsel to the Company Company counsel to draft Closing documents. Counsel and Expenses: all legal and administrative costs of the financing at Closing, including reasonable fees (not to exceed 5 unless the transaction is not completed because the Investors withdraw their commitment without cause. to pay INVESTORS RIGHTS AGREEMENT A Management Rights letter from the Company, in a form reasonably acceptable to the Investors, will be delivered prior to Closing to each Investor that requests one. Management and Information Rights: Any Major Investor (who is not a competitor) will be granted access to Company facilities and personnel during normal business hours and with reasonable advance notification. The Company will deliver to such Major Investor (annual, quarterly. and monthly financial statements, and other information as determined by the Board: (11) thirty days prior to the end of each fiscal year, a comprehensive operating budget forecasting the Company's revenues, expenses, and cash position on a month-to- month basis for the upcoming fiscal year; and () promptly following the end of each quarter an up-to-date capitalization table. A "Major Investor means any Investor who purchases at least 1 of Series Seed Preferred. Right to Participate Pro Rata in Future Rounds: Each current and former Founder, employee and consultant will Non-Disclosure and Developments Agreement: enter into a non-disclosure and proprietary rights assignment agreement in a form reasonably acceptable to the Investors. The Board of Directors shall meet at least unless otherwise agreed by a vote of the majority of Directors. The Company will bind D&O insurance with a carrier and in an amount satisfactory to the Board of Directors. Company to enter Board Matters: into Indemnification Agreement with each Series Seed Director in form acceptable to such director. In the event the Company merges with another entity and is not the surviving corporation, or transfers all of its assets, proper provisions shall be made so that successors of the Company assume the Company's obligations with respect to indemnification of Directors. Company to acquire life insurance on Key Person Insurance: an amount satisfactory to the Board. Proceeds payable to the Company RIGHT OF FIRST REFUSAL/CO-SALE AGREEMENT Company first and Investors second to the extent assigned by the Board of Directors) will have a right of first refusal with respect to any shares of capital stock of the Company proposed to be transferred by Founders and future employees holding greater Right of First Refusal than of Company Common Stock (assuming Right of Co-Sale (Take Me conversion of Preferred Stock and whether then held or subject to Along): the exercise of options), with a right of oversubscription for Investors of shares unsubscribed by the other Investors. Before any such person may sell Common Stock, he will give the Investors an opportunity to participate in such sale on a basis proportionate to the amount of securities held by the seller and those held by the participating Investors VOTING AGREEMENT Holders of Preferred Stock and the Founders and all future holders Drag Along of greater than 1 of Common Stock (assuming conversion of Preferred Stick of options) shall be required to enter into an agreement with the Investors that provides that such stockholders will vote their shares in favor of a Deemed Liquidation Event or transaction in which 50% or more of the voting power of the Company is transferred and which is approved by the Board of Directors and the holders of 50% of the outstanding shares of Preferred Stock, on an as-converted basis (the "Electing Holders'), so long as the liability of each stockholder in such transaction is several and not joint) and does not exceed the stockholder's pro rata portion of any claim and the consideration to be paid to the stockholders in such transaction will be allocated as if the consideration were the proceeds to be distributed to the Company's stockholders in a liquidation under the Company's then-current Certificate of Incorporation. OTHER MATTERS The Company agrees to work in good faith expeditiously towards a closing. The Company and the Founders agree that they will not for a period of thirty days from the date these terms are accepted, take any action to solicit, initiate, encourage or assist the submission of any proposal, negotiation or offer from any person No Shop/Confidentiality: or entity other than the Investors relating to the sale or issuance, of any of the capital stock of the Company or the acquisition, sale. lease, license or other disposition of the Company or any material part of the stock or assets of the Company and shall notify the Investors promptly of any inquiries by any this parties in regards to the foregoing. The foregoing sentence shall specifically exclude any conversations with This Term Sheet expires on Expiration: at 5:00 pm central time if not accepted by the Company by that date. EXECUTED THIS 11TH DAY OF NOVEMBER,2020. [SIGNATURE BLOCKS EXHIBIT A Pre and Post-Financing Capitalization Shareholder Post-Financing # of Common # of Preferred % of Shares Shares Total Alex F. (Cofounder) Sidney D. (Cofounder) Ridley S. (Investor) Gene F. (Investor) Charlie T. (Early Employee) Angela Vester Totalso Pre-Financing # of Common% Shares 475,000 47.5% 400,000 4096 50,000 5% 50,000 5% 25,000 2.5% 1,000,000 100%