WSGR TERM SHEET GENERATOR (CONVERTIBLE NOTES)

This tool will generate a convertible note term sheet based on your responses to an online questionnaire. It also has an educational component, with basic tutorials and annotations. This term sheet generator is a modified version of a tool that we use internally, which comprises one part of a suite of document automation tools that we use to generate start-up and venture financing-related documents.

Because it has been designed to account for a number of options, this version of the term sheet generator is fairly expansive and includes more detail than would likely be found in a customized application.

Please direct any general questions regarding the term sheet generator to Tony Kikuta (akikuta@wsgr.com) or Yokum Taku (ytaku@wsgr.com) at (650) 493-9300. For technical issues, please contact the WSGR Help Desk at (650) 493-9300 (ext. 6161).

By using the WSGR Term Sheet Generator (Convertible Notes), you agree to the Terms and Conditions below.

LAUNCH the Wilson Sonsini Goodrich & Rosati Term Sheet Generator

Terms and Conditions

No Attorney-Client Relationship

The WSGR convertible note term sheet generator, including the online questionnaire and annotations (the "TSG"), and the form of summary of terms generated by the TSG (the "Term Sheet") have been prepared by Wilson Sonsini Goodrich & Rosati for general informational purposes only and do not constitute advertising, a solicitation or legal advice. Neither the availability, operation, transmission, receipt nor use of the TSG or the Term Sheet is intended to create, or constitutes formation of, an attorney-client relationship or any other special relationship or privilege. You should not rely upon the TSG or the Term Sheet for any purpose without seeking legal advice from licensed attorneys in the relevant state(s).

Privacy Matters

As part of the normal operation of the underlying software, the TSG temporarily stores information that you have entered (as well as a temporary copy of the Term Sheet) so that the underlying software can operate as designed. By using the TSG, you confirm that you have authority to share any information that you furnish. We disclaim any and all liability in connection with the collection, use or disclosure of the information furnished by you or otherwise collected by the TSG. Please note that we cannot guarantee the security of any information transmitted to us over the Internet. Please also refer to the Privacy Policy that generally governs the use of the www.wsgr.com site.

Compliance with Laws

You agree to use the TSG and the Term Sheet in compliance with all applicable laws, including applicable securities laws, and you agree to indemnify and hold Wilson Sonsini Goodrich & Rosati harmless from and against any and all claims, damages, losses or obligations arising from your failure to comply.

Disclaimer of Liability

THE TSG AND THE TERM SHEET ARE PROVIDED AS-IS WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. YOU ASSUME COMPLETE RESPONSIBILITY AND RISK FOR USE OF THE TSG AND THE TERM SHEET. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

Wilson Sonsini Goodrich & Rosati expressly disclaims all liability, loss or risk incurred as a direct or indirect consequence of the use of the TSG or the Term Sheet. By using the TSG or the Term Sheet, you waive any rights or claims you may have against Wilson Sonsini Goodrich & Rosati in connection therewith. The information contained in the TSG and the Term Sheet is provided only as general information and may not reflect the most current market and legal developments and may not address all relevant business or legal issues; accordingly, information in the TSG or the Term Sheet is not promised or guaranteed to be correct or complete. Further, Wilson Sonsini Goodrich & Rosati does not necessarily endorse, and is not responsible for, any third-party content that may be accessed through the TSG and the Term Sheet.

Wilson Sonsini Goodrich & Rosati at its sole discretion may choose to change the terms, conditions and operation of the TSG and the Term Sheet at any time. Wilson Sonsini Goodrich & Rosati, in its sole discretion, reserves the right to refuse to provide you access to the TSG and the Term Sheet. You agree that Wilson Sonsini Goodrich & Rosati shall not be liable to you for loss or damages that may result from our refusal to provide access to the TSG or the Term Sheet.

Use by Agents

You agree that, if an agent (e.g., an attorney, an employee, etc.) uses the TSG or the Term Sheet on your behalf, you are nonetheless bound as a principal by all terms and conditions herein.

Circular 230 Compliance

To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax information contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter addressed herein. You should seek advice based on your particular circumstances from a tax advisor.