Re: Revised NM Term Sheet

Attached as per our call earlier is a draft term sheet for Nathan's investment which is in the form of convertible debt to protect Nathan from potential risks associated with an equity ownership stake until he wants to convert. Otherwise, we tried to keep the terms straightforward and in accordance with market provisions for convertible debt.

Best,

Kristina

Kristina E. Beirne
Counsel

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Hi Jeffrey !!! HAPPY TUESDAY !!! Hope you are GREAT !!! Simple term sheet as you requested with Nathan “encapsulated “ .......Love you !!!

thenote is junior to futre exisitng secure?? therefore really little guarantee. ,

Hi Jeffrey ! Spoke to Rick and Daniel and they are comfortable with this if you are ... The Note will rank junior to any existing or future secured indebtedness of the Company, but not to exceed [$x -- IBM without Investor's prior approval; and senior to all other unsecured indebtedness of the Company and senior to any loans made by members of other equity holders of the Company. BTW the ONLY secured debt we have is the 500 K bank debt ....Let me know if this works ...Love u!

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