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111 <br /> Holders of Series A Preferred Stock shall have a pro rate right, based on their percentage of <br /> fully diluted equity interest in the company, with an under-subscription right up to the total <br /> number of shares being offered, to participate in subsequent stock issuances. <br /> Other Provisions <br /> In the even that any of the Founders and existing executive management propose to sell their <br /> stock to third parties, the SBS-Capital Fund shall have the first right to purchase the securities <br /> on substantially the same terms as the proposed sale. Series A Preferred Stock holders shall <br /> next have said right according to the respective percentage ownership of Series A Preferred <br /> Stock or to sell proportionate percentage pursuant to co-sale rights. Such rights shall terminate <br /> upon a Qualified Public Offering. <br /> Expenses <br /> The company shall reimburse the holders of Series A Preferred Stock for reasonable legal fees <br /> in connection with the transaction, payable at closing (and only in the extent that the <br /> transactions contemplated by this term sheet are consummated) up to a limit of$100,000. <br /> Conditions to Closing <br /> Closing shall be subject to the standard and customary conditions, including the completion of <br /> • due diligence and the delivery to the investors of a legal opinion of counsel to the Company, <br /> regarding standard and customary matters and satisfactory to SBS Capital Fund and their legal <br /> counsel. <br /> During the period of Due Diligence, a period not to exceed 90 days, SBS Capital Fund and their <br /> agents and nominees shall have an exclusive right to invest in SolarAttic Inc.. No other <br /> investors will be allowed to conduct such proceedings as may involve a competing offer during <br /> the time of our due diligence review. <br /> SolarAttic Inc. SBS Capital Fund <br /> Edward G Palmer George V. Bower <br /> signature signature <br /> Chief Executive Officer Principal <br />