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TERM SHEET $400,000 in Convertible Notes [4] This is a summary of certain principal terms of a proposed offering by Aggie Corp (the "Company'). of up to $400,000 in Convertible Promissory Notes (each a "Note" and collectively the "Notes" and the offering thereof being the "Convertible Note Offering"). This summary of terms is not intended to be a binding agreement or a commitment by any person to provide financing or by the Company to issue securities on these or any other terms. A binding agreement or commitment will not exist unless and until definitive agreements have been negotiated, approved, executed and delivered. Company: [45], a [40] corporation. Investors: [40] Maximum Offering: (4e) Interest Rate: 1971 Maturity Date: 1491 Summary of Terms: Conversion Discount: (41) Next Round Conversion Cap: 141 Maturity Conversion Cap: 14/1 Change of Control Conversion Cap: 148] As of May 1, 2020, the Company has authorized 10,000,000 shares of common stock of the Company (the "Common Stock"), of which 6,000,000 shares are Capitalization issued and outstandingl. 4,000,000 shares are reserved for future capital raises, including the conversion of the Notes, and for future issuance to service providers of the Company). Stock"), with an aggregate sales price of not less than $500,000, excluding the Outstanding Balance due under the Notes, and with the principal purpose of raising capital (a "Qualified Financing"), then the Outstanding Balance shall automatically convert into shares of the Company's capital stock at the lesser of (1) 80% of the price per share paid by the other purchasers of the Company's capital stock in the Qualified Financing or (ii) the price obtained by dividing $4,000,000 by the Company's fully-diluted capitalization immediately prior to the Qualified Financing (the "Discounted Purchase Price"). The number of shares of the Company's capital stock that a holder of a Note shall be entitled to upon conversion of such holder's Note shall be equal to the number obtained by dividing the Outstanding Balance under such Note by (ii) the Discounted Purchase Price (the "Total Number of Shares"). Notwithstanding the foregoing, if the Company sells shares of Preferred Stock in a Qualified Financing, the Company shall have the option to convert the Outstanding Balance under the Notes into a parallel series of Preferred Stock (the "Parallel Series of Preferred Stock") in order to reflect that the original issue price (and other related matters such as dividends and anti-dilution, if applicable) of the Parallel Series of Preferred Stock shall be equal to or otherwise reflect the Discounted Purchase Price. Maturity: In the event that any Notes have not been converted prior to the Maturity Date, the Outstanding Balance under such Notes may be converted at the Maturity Date, at the option of the [4n], into that number of shares of Common Stock determined by dividing the Outstanding Balance due under the Notes by the price per share of Common Stock equal to the quotient obtained by dividing $[40] by the Company's fully-diluted capitalization. If, prior to the Maturity Date, there is a sale of all or substantially all of the Company's assets, or there is an acquisition of the Company by another entity by means of a merger or other transaction resulting in a transfer of more than 50% of the voting control (a "Change of Control Transaction"), and provided the Notes have not previously converted into equity of the Company, the Holder shall have the option to receive the Outstanding Balance or to convert Change of the Outstanding Balance into shares of Common Stock immediately prior to Control: the closing date of any such Change of Control Transaction. Each Note shall convert into that number of shares of Common Stock of the Company If, prior to the Maturity Date, there is a sale of all or substantially all of the Company's assets, or there is an acquisition of the Company by another entity by means of a merger or other transaction resulting in a transfer of more than 50% of the voting control (a "Change of Control Transaction"), and provided the Notes have not previously converted into equity of the Company, the Holder shall have the option to receive the Outstanding Balance or to convert Change of the Outstanding Balance into shares of Common Stock immediately prior to Control: the closing date of any such Change of Control Transaction. Each Note shall convert into that number of shares of Common Stock of the Company determined by dividing the Outstanding Balance due under such Note by the price equal to the lesser of: (a) the price per share of Common Stock of the Change of Control Transaction or (b) the price obtained by dividing $[4p] by the Company's fully-diluted capitalization immediately prior to the Change of Control Transaction. Subordination: The Notes are unsecured obligations of the Company. All liabilities of the Company under the Notes shall be expressly subordinate to all senior indebtedness of the Company (there is none at this time). The Company may prepay any or all of the Outstanding Balance under the Notes at any time, without penalty, prior to the Maturity Date, provided that each holder of a Note shall be entitled to ten (10) days prior written notice of such prepayment, during which notice period the holder may elect to convert Prepayment: its Note into shares of Common Stock at the price obtained by dividing $4,000,000 by the Company's fully-diluted capitalization. The Notes will not be transferable without the prior written consent of the Company. The Notes and the securities into which the Notes are convertible will be "restricted securities under the Securities Act, and may be resold only Transfer Restrictions: pursuant to registration under the Securities Act or an exemption therefrom. The Notes and any securities into which the Notes are convertible will bear appropriate restrictive legends reflecting applicable restrictions on their transferability. Conditions to The issuance of the Notes shall be conditioned upon and subject to the Issuance: approval of the terms of the Notes by the Company. The Notes shall be issued pursuant to a Convertible Promissory Note Purchase Agreement between each Investor and the Company (a "Purchase Agreement"), which will contain representations, warranties and covenants Purchase by the Company typical for a transaction of this type. In the event of any Agreement: differences between the rights, privileges, obligations and conditions described herein and those set forth in the Note and Purchase Agreement, the rights, preferences, obligations and conditions set forth in the Note and Purchase Agreement will prevail. Expenses of Offering: [4] shall pay expenses related to this Convertible Note Offering. The Company will give each Investor an opportunity to ask questions and to receive answers concerning any aspect of this Convertible Note Offering and Opportunities to obtain any additional information, including the Company's most recent for Inquiry: business plan. Each Investor may be asked to execute a confidentiality agreement with respect to the Company's confidential and proprietary information prior to reviewing any documents or agreements. Maturity Conversion Cap: 14 Change of Control Conversion Cap:14 As of May 1, 2020, the Company has authorized 10,000,000 shares of common stock of the Company (the "Common Stock"), of which 6,000,000 shares are Capitalization: issued and outstandingl. 4,000,000 shares are reserved for future capital raises, including the conversion of the Notes, and for future issuance to service providers of the Company] All principal and accrued interest on the Notes (the "Outstanding Balance") will be due and payable (41) months from the date the first Note in this Maturity Date: Convertible Note Offering is issued by the Company (the "Maturity Date"). unless earlier converted to equity securities of the Company on the terms set forth in the Notes Interest shall accrue on all outstanding principal amounts of the Notes at a rate of [4m]% per annum based on a 365-day year. Interest shall not compound. Applicable interest shall be due and payable on the Maturity Date unless the holder of a Interest: Note elects to convert the Outstanding Balance of its Note prior to the Maturity Date or the holders of a majority in interest of the Notes elect to convert the Outstanding Balance of the Notes prior to the Maturity Date. Conversion Next Round: 1. prior to the Maturity Date, the Company consummates an Rights: equity financing pursuant to which it sells equity securities, which are expected to be shares of preferred stock of the Company (the "Preferred Page 6 of 11 Stock"), with an aggregate sales price of not less than $500,000, excluding the Outstanding Balance due under the Notes, and with the principal purpose of raising capital a "Qualified Financing" then the cutstandin TERM SHEET $400,000 in Convertible Notes [4] This is a summary of certain principal terms of a proposed offering by Aggie Corp (the "Company'). of up to $400,000 in Convertible Promissory Notes (each a "Note" and collectively the "Notes" and the offering thereof being the "Convertible Note Offering"). This summary of terms is not intended to be a binding agreement or a commitment by any person to provide financing or by the Company to issue securities on these or any other terms. A binding agreement or commitment will not exist unless and until definitive agreements have been negotiated, approved, executed and delivered. Company: [45], a [40] corporation. Investors: [40] Maximum Offering: (4e) Interest Rate: 1971 Maturity Date: 1491 Summary of Terms: Conversion Discount: (41) Next Round Conversion Cap: 141 Maturity Conversion Cap: 14/1 Change of Control Conversion Cap: 148] As of May 1, 2020, the Company has authorized 10,000,000 shares of common stock of the Company (the "Common Stock"), of which 6,000,000 shares are Capitalization issued and outstandingl. 4,000,000 shares are reserved for future capital raises, including the conversion of the Notes, and for future issuance to service providers of the Company). Stock"), with an aggregate sales price of not less than $500,000, excluding the Outstanding Balance due under the Notes, and with the principal purpose of raising capital (a "Qualified Financing"), then the Outstanding Balance shall automatically convert into shares of the Company's capital stock at the lesser of (1) 80% of the price per share paid by the other purchasers of the Company's capital stock in the Qualified Financing or (ii) the price obtained by dividing $4,000,000 by the Company's fully-diluted capitalization immediately prior to the Qualified Financing (the "Discounted Purchase Price"). The number of shares of the Company's capital stock that a holder of a Note shall be entitled to upon conversion of such holder's Note shall be equal to the number obtained by dividing the Outstanding Balance under such Note by (ii) the Discounted Purchase Price (the "Total Number of Shares"). Notwithstanding the foregoing, if the Company sells shares of Preferred Stock in a Qualified Financing, the Company shall have the option to convert the Outstanding Balance under the Notes into a parallel series of Preferred Stock (the "Parallel Series of Preferred Stock") in order to reflect that the original issue price (and other related matters such as dividends and anti-dilution, if applicable) of the Parallel Series of Preferred Stock shall be equal to or otherwise reflect the Discounted Purchase Price. Maturity: In the event that any Notes have not been converted prior to the Maturity Date, the Outstanding Balance under such Notes may be converted at the Maturity Date, at the option of the [4n], into that number of shares of Common Stock determined by dividing the Outstanding Balance due under the Notes by the price per share of Common Stock equal to the quotient obtained by dividing $[40] by the Company's fully-diluted capitalization. If, prior to the Maturity Date, there is a sale of all or substantially all of the Company's assets, or there is an acquisition of the Company by another entity by means of a merger or other transaction resulting in a transfer of more than 50% of the voting control (a "Change of Control Transaction"), and provided the Notes have not previously converted into equity of the Company, the Holder shall have the option to receive the Outstanding Balance or to convert Change of the Outstanding Balance into shares of Common Stock immediately prior to Control: the closing date of any such Change of Control Transaction. Each Note shall convert into that number of shares of Common Stock of the Company If, prior to the Maturity Date, there is a sale of all or substantially all of the Company's assets, or there is an acquisition of the Company by another entity by means of a merger or other transaction resulting in a transfer of more than 50% of the voting control (a "Change of Control Transaction"), and provided the Notes have not previously converted into equity of the Company, the Holder shall have the option to receive the Outstanding Balance or to convert Change of the Outstanding Balance into shares of Common Stock immediately prior to Control: the closing date of any such Change of Control Transaction. Each Note shall convert into that number of shares of Common Stock of the Company determined by dividing the Outstanding Balance due under such Note by the price equal to the lesser of: (a) the price per share of Common Stock of the Change of Control Transaction or (b) the price obtained by dividing $[4p] by the Company's fully-diluted capitalization immediately prior to the Change of Control Transaction. Subordination: The Notes are unsecured obligations of the Company. All liabilities of the Company under the Notes shall be expressly subordinate to all senior indebtedness of the Company (there is none at this time). The Company may prepay any or all of the Outstanding Balance under the Notes at any time, without penalty, prior to the Maturity Date, provided that each holder of a Note shall be entitled to ten (10) days prior written notice of such prepayment, during which notice period the holder may elect to convert Prepayment: its Note into shares of Common Stock at the price obtained by dividing $4,000,000 by the Company's fully-diluted capitalization. The Notes will not be transferable without the prior written consent of the Company. The Notes and the securities into which the Notes are convertible will be "restricted securities under the Securities Act, and may be resold only Transfer Restrictions: pursuant to registration under the Securities Act or an exemption therefrom. The Notes and any securities into which the Notes are convertible will bear appropriate restrictive legends reflecting applicable restrictions on their transferability. Conditions to The issuance of the Notes shall be conditioned upon and subject to the Issuance: approval of the terms of the Notes by the Company. The Notes shall be issued pursuant to a Convertible Promissory Note Purchase Agreement between each Investor and the Company (a "Purchase Agreement"), which will contain representations, warranties and covenants Purchase by the Company typical for a transaction of this type. In the event of any Agreement: differences between the rights, privileges, obligations and conditions described herein and those set forth in the Note and Purchase Agreement, the rights, preferences, obligations and conditions set forth in the Note and Purchase Agreement will prevail. Expenses of Offering: [4] shall pay expenses related to this Convertible Note Offering. The Company will give each Investor an opportunity to ask questions and to receive answers concerning any aspect of this Convertible Note Offering and Opportunities to obtain any additional information, including the Company's most recent for Inquiry: business plan. Each Investor may be asked to execute a confidentiality agreement with respect to the Company's confidential and proprietary information prior to reviewing any documents or agreements. Maturity Conversion Cap: 14 Change of Control Conversion Cap:14 As of May 1, 2020, the Company has authorized 10,000,000 shares of common stock of the Company (the "Common Stock"), of which 6,000,000 shares are Capitalization: issued and outstandingl. 4,000,000 shares are reserved for future capital raises, including the conversion of the Notes, and for future issuance to service providers of the Company] All principal and accrued interest on the Notes (the "Outstanding Balance") will be due and payable (41) months from the date the first Note in this Maturity Date: Convertible Note Offering is issued by the Company (the "Maturity Date"). unless earlier converted to equity securities of the Company on the terms set forth in the Notes Interest shall accrue on all outstanding principal amounts of the Notes at a rate of [4m]% per annum based on a 365-day year. Interest shall not compound. Applicable interest shall be due and payable on the Maturity Date unless the holder of a Interest: Note elects to convert the Outstanding Balance of its Note prior to the Maturity Date or the holders of a majority in interest of the Notes elect to convert the Outstanding Balance of the Notes prior to the Maturity Date. Conversion Next Round: 1. prior to the Maturity Date, the Company consummates an Rights: equity financing pursuant to which it sells equity securities, which are expected to be shares of preferred stock of the Company (the "Preferred Page 6 of 11 Stock"), with an aggregate sales price of not less than $500,000, excluding the Outstanding Balance due under the Notes, and with the principal purpose of raising capital a "Qualified Financing" then the cutstandin