Offering Terms

Terms

The Company may convert the Note from Interest-Only Payments to Principal and Interest at its sole discretion. There is no prepayment penalty should the Issuer retire Note Principal Balance and pay any outstanding interest due.

Security

Certain collateral note assets in accordance with the Security Agreement attached as Exhibit C of this Memorandum.

Liquidity

Investor may request from Borrower the Principal Amount invested prior to the Maturity Date with written notice to Borrower at Borrower’s address set forth in Section V above (an “Early Withdrawal”). Within 90 days of receipt of written notice from Investor requesting an Early Withdrawal, Borrower will return to Investor the Principal Amount less any interest payments paid by Borrower to Investor. From the date of written notice through the date of return to Investor of the Principal Amount, subject to the terms of this Section X, no further interest will accrue or be paid to Investor. The penalty for an Early Withdrawal is loss of all interest earned by Investor through the date of receipt of written notice for an Early Withdrawal. See “Exhibit D - Option A-E Loan Agreement and Promissory Note”.