8/11/2019 startmate-termsheet-v1

1/3

TERM SHEET FOR PRIVATE PLACEMENT OF "A" PREFERENCE SHARES BY[Insert Company Name] LIMITED

[Date]

The following is a summary of the principal terms with respect to the proposed "A" Preference Shareissue by [insert company name] Limited, a company incorporated in [insert state], Australia (theCompany!# $%cept for the section entitled &inding Terms,! this summary of terms does notconstitute a legally binding obligation on the parties# Any other legally binding obligation will only bemade pursuant to definiti'e agreements to be negotiated and e%ecuted by the parties#

Offering Term

Securities to ssue) "A" Preference Shares of the *ompany#

Aggregate ssuePrice)

+[insert total issue proceeds] in aggregate#

n'estors) [insert name of accredited Investors approved by the Company] (theInvestors!#

Price Per Share) [insert issue price per share] (the Original Issue Price!, based on a premoney 'aluation of +[----], including a notional a'ailable option pool of.rdinary Shares of a number that is/01 of the total issued share capital of the*ompany from time to time, as illustrated in the table below#

Li2uidationPreference)

.ne times the .riginal ssue Price plus declared but unpaid di'idends on each"A" Preference Share, balance of proceeds paid to .rdinary Shareholders#Such preference will apply on a winding up, reduction of capital or a sale of allof the shares or substantially all of the business of the *ompany#

*on'ersion) *on'ertible into one .rdinary Share at any time at the option of the holder#

3oting 4ights) 3otes together with the .rdinary Shares on all matters on an ascon'ertedbasis# Appro'al of a ma5ority of the "A" Preference Shareholders re2uired to (iad'ersely change rights of the "A" Preference Shares6 (ii authori7e a newclass of Preference Shares ha'ing rights senior to or on parity with the "A"

Preference Shares6 (i' redeem or buy bac8 any shares6 (' declare or pay anydi'idend6 ('i change the number of directors6 or ('ii li2uidate or wind up the*ompany, including any change of control#

9ocumentation) 9ocuments will be based on Start:ate;s standard form SubscriptionAgreement, Shareholders; Agreement, *onstitution and ancillary documents#

8/11/2019 startmate-termsheet-v1

2/3

>1 of APreferenceSharesF@#01 ofissued sharecapital

[G=0] (/>>1 of.rdinarySharesFG=#01 ofissued sharecapital

&inding Terms)

8/11/2019 startmate-termsheet-v1

3/3

Title)

9ate)

I3$ST.4S)

Iame)

Title)

9ate)