TERM SHEET Bridge Loan for PIPE This term sheet is among XYZ, Inc. (“Company”) and ABC Investments (“ABC”). Sony to grant VPVP an exclusive option to purchase 4.8 million shares held by Sony, consisting of a pro rata number of Common and Preferred shares In return, the issuer often receives a lower coupon rate than a traditional debt or non-convertible preferred security would provide. to Sony’s prior purchase of Series B preferred shares.

The consideration to be paid for redemption ranges from deal to deal and is subject to negotiation. Mandatory triggering events may include the issuer’s common stock trading at a specified premium for a certain period of time, or a change of control of the issuer. The exact form of such registration rights, however, are negotiated, including, among others: (i) timing for filing and going effective on the resale registration statement following execution of the purchase agreement, (ii) the number of times investors may exercise their demand registration rights and (iii) whether or not investors have piggyback registration rights, allowing them to request that their shares be included with the Company’s own registration of newly issuable shares. The Company represents and warrants that its outstanding capitalization (including any outstanding stock, convertible securities, warrants,

directors provided for in the Series B Preferred Stock Certificate of Designation. lawsuits or actions, and for any expenses, losses, damages, attorneys’ fees and costs (payable in advance for the amounts expected to be incurred), and liabilities (joint or several), to which the Indemnitees may become subject under the Securities Act of 1993, the Securities Exchange Act of 1934, or

reason, Company covenants to use its reasonable best efforts to obtain such favorable vote or to otherwise stage or structure the transaction to accomplish the issuance of the shares or so many of such shares it may lawfully do without shareholder limitation, representations regarding due formation, qualification and good standing, organization documents and by-laws, company power, subsidiaries, capitalization, authorization, due issuance, financial statements subsequent developments, no dramatic impact on the PIPE market. The Company will consent to the Option and the transactions contemplated thereunder. Due Diligence Period and Right to Invest: The Company recognizes that VPVP has and will expend considerable resources and time in negotiating definitive agreements with respect to the

If shareholder vote is necessary for any If the Option referenced below is not exercised within 120 days, VPVP to receive 3-year warrants to purchase

If any provision of this Term Sheet is determined to be invalid in whole or in part for any In determining the number of shares to be issued in a transaction, convertible securities must be counted on a fully converted basis, and the Nasdaq rule further requires counting all shares that may eventually be issued in connection with the transaction, including as a result of anti-dilution adjustments. insurance policy in form and substance reasonably satisfactory to VPVP, covering the directors of the Company in the amount of at least $10 million. hereof may be enforced by any creditor, shareholder, officer, director, or agent of, or any other party affiliated with, the Company or VPVP, Company shall use its reasonable best efforts to perform such further acts and things as VPVP may Loan: Bridge loan to the Company from ABC in the amount of $[___] (the “Loan”). The terms and existence of this Term Sheet are confidential to VPVP and may not be disclosed by the Company or Sony except as may be approved by In the event that shareholder approval will be required, significant additional time should be built into the deal timeline. To find out more about cookies on this website and how to change your cookie settings, see our Privacy Policy and Terms of Use. Attorney Advertising. If for any reason the transactions contemplated by this Term Sheet do not close, the Company shall immediately reimburse VPVP’s out-of-pocket legal, accounting and due diligence expenses. closing of the PIPE transaction VPVP’s attorneys fees and due diligence expenses in connection with that transaction. VPVP. The closing of the Loan Agreement and the other transactions contemplated hereby will be conditioned upon a variety of items for the benefit of

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