Players
              David Cusimano         Founder of Startup Newco, Inc., an 
                                     emerging company with a new battery 
                                     technology that could effectively double the 
                                     fuel efficiency of a hybrid engine.
              David Rieveschl        Attorney representing Startup Newco.
              Clayton White          Managing Partner of BigMoney VC Fund I, 
                                     a venture capital partnership.
              Chris Sloan            Attorney representing Big Money.
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    © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC                          2
      Background
      •    BigMoney has committed to an investment in Startup Newco at a $2,500,000 pre‑money valuation, 
           subject to agreement on legal terms.  BigMoney will invest $750,000 of its own money and will act as 
           lead investor in a proposed $1,000,000 financing.
      •    Clayton White believes the valuation is too high, but he agreed to it in order to get the deal.  Because 
           of the high valuation, Clayton has presented Startup Newco with a tough set of legal terms.  The 
           proposed term sheet is attached.
      •    Clayton is very excited about Startup Newco's new battery technology, but he is not sure that David 
           Cusimano is the right person to lead the company.
      •    David Cusimano is inexperienced at raising venture capital.  He was pleasantly surprised that Clayton 
           agreed to the $2,500,000 pre-money valuation and does not want to lose the benefit of that deal.
      •    David Rieveschl has a long working relationship with David Cusimano and believes the term sheet 
           needs major revisions to be acceptable.  He is hoping that Chris Sloan is responsible for the tough 
           set of terms and that Clayton will be quick to back away from some of the more onerous provisions.
      •    Chris Sloan has done many deals for BigMoney and, therefore, is not surprised by the tough set of 
           terms.
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      © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC                                                     3
                            Startup Newco, Inc. 
             Series A Participating Preferred Stock
                                             
                                      Term Sheet
                                             
                                    March 28, 2014
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      Term Sheet
            Issuer
            •Startup Newco, Inc. (the "Company").
            Purchasers
            •BigMoney VC Fund I ("BigMoney") and other investors (collectively, the "Purchasers") mutually agreed to by 
             BigMoney and the Company.  All of the Purchasers will be "accredited investors" as defined in Rule 501 of 
             Regulation D issued pursuant to the Securities Act of 1933, as amended, as approved by the Company.
            Security
            •Series A Participating Preferred Stock (the "Preferred A Stock").
            Amount
            •$1,000,000 as follows:                              *BigMoney will adjust its investment 
            BigMoney (and affiliates)*         $750,000          amount in order to accommodate additional 
            Other Investors                    $250,000          investors if approved by both BigMoney 
                                                                 and the Company.
                Total                          $1,000,000
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     © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC                                        5
      Term Sheet
           Purchase Price
           •The purchase price of the Preferred A Stock will be calculated based on a fully-diluted, pre-money valuation of 
            $2,500,000.  The company will issue 1,000,000 shares of Preferred A Stock at a price of $1.00 per share.
           Use of Proceeds
           •Working Capital to allow for the growth and maturation of the Company.
           Closing Date
           •Subject to the satisfaction of the conditions set forth herein, the closing of the sale of the Preferred A Stock is 
            anticipated to occur on April 30, 2014, or as soon as practicable thereafter upon completion of due diligence 
            and documentation (the "Closing Date").
           Closing Conditions
           •The Closing shall be contingent on the following conditions, each of which must be met to each Purchaser's 
            satisfaction:
                 1. The Purchasers will have completed their due diligence investigation, including legal, financial, and 
           technical due diligence;
                 2.  The Documentation (as defined below) will be in form mutually acceptable to the Company and the 
                 Purchasers; and
                 3.  No material adverse change shall have occurred with respect to the Company.
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     © 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC                                    6