C 2005 Fasken Martineau DuMoulin LL P

TERM SHEE T

FOR SERIES "A" ROUND OF FINANCING OF XCOR P

Amount of
Investment : $3,000,00 0

Investors: ABC Ventures

XYZ Capital

Type of Security : Series A Convertible Preferred Shares

Premoney Valuation : $7,000,0001

Capital Structure Followin g

Series A Round : Existing holders of Common Shares 55%

Employee Stock Option Plan 15%Z

Holders of Series A Preferred Shares 30%

Total 100%

Use of Proceeds: The Company shall use the proceeds from this financing for
working capital purposes.

Dividends: The Company will not pay dividends on its shares of Common
Shares or any other class of shares which is junior to the Series
A Preferred Shares unless a like dividend is paid on all share s

The following annotations are prepared by Fasken Martineau DuMoulin and are designed to help the reader
better understand the various elements of a traditional VC term sheet :

1. Equals the value the new investors are placing on the enterprise prior to their investment . Usually, all of the
outstanding shares of the company, together with any outstanding options and warrants or other rights to buy
shares of the company and any additional shares which may be reserved under the option pool, will be included
in this premoney valuation .

2. The number of shares available under the employee stock option plan ("ESOP") that venture capital investors
will accept tends to range between 10% and 20% of the outstanding number of shares of the company (on a
fully diluted, as-if converted basis) . This percentage is calculated including the Series A Preferred Shares being
sold in the financing . The actual number of shares available under an ESOP can depend on a number of things,
including the industry that the company is in, but is primarily related to the number and types of hires that the
company will need to make in the foreseeable future . Thus, a company that has a complete management team
at the time of the Series A round w ill likely n eed a smaller pool than a company that h as one or m ore top
management hires to make (each of whom may cost the company a significant amount of options or shares from
the pool) .
 of Series A Preferred Shares on a pro rata "as converted ."
basis.3

Conversion : Each share of Series A Preferred Shares shall be convertible, at

any time, at the option of the holder, into Common Shares, at
an initial conversion ratio of one Common Share for each share
of Series A Preferred Share . Mandatory conversion of the
Series A Preferred Shares upon execution of an underwriting
agreement in connection with an underwritten public offering
of Common Shares of the Company by a reputable underwriter
acceptable to the Investors at a price which equals or exceeds
five times the purchase price per share of the Series A
Preferred Shares and where the aggregate gross proceeds
received by the Company exceeds $25 million (a " ualified
Public Offering" f

Antidilution : The terms of the Series A Preferred Shares will contain

standard "weighted average" antidilution protection with
respect to the issuance by the Company of equity securities at a
price per share less than the applicable conversion price then in
effect, subject to standard and customary exceptions .' The
conversion rate of the Series A Preferred Shares into common
shares will be adjusted appropriately to account for any share
splits, recapitalizations, mergers, combinations and asset sales,
stock dividends, and similar events . Antidilution protection shall

3. Often, venture capital investors also ask for an "accruing" dividend of between 8% and 10% or so per annum .
This dividend "accrues" and is not payable unless (i) declared by the Board, (ii) there is a liquidation event (a
sale of the company is considered a liquidation event, but an IPO usually isn't), or (iii) the preferred, shares are
redeemed . The accruing dividend is a protective device intended to provide a minimum rate of return but is
usually forfeited in the event of an IPO or otherwise upon conversion of the preferred shares to common shares .
(The theory is that in such cases the return on the investment will be more than the minimum which the
accruing dividend provides . Therefore, the protection is not needed and is forfeited) . There are a number of
varieties of accruing dividends, including those that are payable in cash and those payable in additional shares
of preferred shares . Also, although a basic "accruing dividend" involves a simple interest calculation,
sometimes a so-called "cumulative" accruing dividend is requested, and it involves compound interest
calculations .

4. Preferred shares should convert into common shares automatically at the company's IPO . The special rights
generally accorded to preferred shares sold to early-stage investors could create problems for a public company .

5. These provisions are designed to protect an investor against "equity" dilution (later sales of shares at a price
lower than what the investor paid) . Although the "weighted average" version is the most common, an
alternative is "full ratchet" antidilution protection . Full-ratchet antidilution protection is far more advantageous
to the investor (but punitive to the company) than weighted average, but it is usually reserved for very early-
stage deals or other situations where there is significant concern as to whether the valuation will hold up over
the long term. Put simply, weighted-average antidilution protection accounts more accurately for the actual
dilutive effect w hich a particular issuance h as on t he investor's equity position in the c ompany . F ull-ratchet
antidilution protection, on the other hand, treats all later share issuances below the investor's purchase price as
if they were the same, regardless of the number of shares issued.

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 not be triggered by the issuance of up to 1,000,000 Common
Shares (or options therefor) issued in accordance with the
Company's ESOP .

Voting Rights : On all matters submitted for shareholder approval, each Series
A Preferred Share shall be entitled to such number of votes as
is equal to the number of Common Shares into which such
shares are convertible . In addition, the Company shall not,
without the prior consent of the holders of at least a majority of
the then issued and outstanding Series A Preferred Shares,
voting as a separate class :

a) issue or create any series or class of securities with rights

superior to or on a parity with the Series A Preferred Shares
or increase the rights or preferences of any series or class
having rights or preferences that are junior to the Series A
Preferred Shares so as to make the rights or preferences of
such series or class equal or senior to the Series A Preferred
Shares.

b) pay dividends on shares of the Company.

c) effect any exchange or reclassification of any shares

affecting the Series A Preferred Shares or any
recapitalization involving the Company and its subsidiaries
taken as a whole .

d) repurchase or redeem, or agree to repurchase or redeem,

any securities of the Company other than from employees
of the Company upon termination of their employment
pursuant to prior existing agreements approved by the
Board of Directors of the Company.

e) enter into any transaction with management or any member

of the board of directors, except for employment contracts
approved by the Board of Directors and transactions
entered at arms-length terms which are no less favorable to
the Company than could be obtained from unrelated third
parties.

0 effect any amendment of the Company's Certificate of

Incorporation or Bylaws which would materially adversely
affect the rights of the Series A Preferred Shares .

g) incur or guarantee debt in excess of $100,000 .

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 h) voluntarily dissolve or liquidate .

i) effect any merger or consolidation of the Company with or

into another corporation or other entity (except one in the
holders of shares of the Company immediately prior to
such a merger or consolidation continue to hold at least a
majority of the outstanding shares of the surviving entity
after the merger or consolidation) or sell, lease, or
otherwise dispose of all or substantially all or a significant
portion of the assets of the Company .

j) Change t he s ize o f t he Board o f D irectors o r change a ny

procedure of the Company relating to the designation,
nomination, or election of the Board of Directors .

k) Amend, alter, or repeal the preferences, special rights, or

other powers of the Series A Preferred Shares so as to
adversely affect the Series A Preferred Shares .

1) Make capital expenditures of more than $50,000 in a single

expenditure or an aggregate of $100,000 in any twelve-
month period.b

Liquidation
Preference: The holders of Series A Preferred Shares shall have preferenc e
upon liquidation over all holders of Common Shares and over
the holders of any other class or series of shares that is junior to
the Series A Preferred Shares for an amount equal to the
greater of (i) amount paid for such Series A Preferred Shares
plus any declared or accrued but unpaid dividends, and (ii) the
amount which such holder would have received if such
holder's Series A Preferred Shares were converted to Common
Shares immediately prior to such liquidation . Thereafter, the
holders of Common Shares will be entitled to receive the
remaining assets . For purposes of this section, a merger,
consolidation, sale of all or substantially all of the Company's
assets, or other corporate reorganization shall constitute a
liquidation, unless the holders of at least a majority of the
Series A Preferred Shares vote otherwise . 7

6. Although there are venture capital investors that ask for other veto rights, this list covers some of the most
frequently requested veto rights . You may not have to provide veto rights with respect to each of these matters.
The key here is to try to limit veto rights to major corporate events and to try to avoid turning day-to-day
operational matters into matters for a preferred shareholder vote . Thus, for example, (g) and (1) could be
problematic if the dollar limits are too low . Often a compromise may be reached with respect to a request for a
veto right on an operational matter by agreeing that such would be subject to the veto of the Series A Preferred
Shares director but not at the shareholder level . That keeps the issue at the board level -- where it belongs .

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Board of Directors : The Board of Directors of the Company shall be composed of
five members . Of these five members, the holders of the Se ries
A Preferred Shares shall have the ri ght to designate two
directors (one of such two directors to be designated by ABC
Ventures, the other by XYZ Capital), and the founders of the
Company shall have the right to designate two directors . The
remaining director shall be designated by such four directors .8

Options and Vesting : All options held by founders, management, and employees
shall vest over a four-year pe ri od. Change of control
provisions to provide for no more than an additional 50% for
founders and select management and one year for all others .9

Registration
Rights : Commencing on the earlier of three years from the closing or
six months after the effective date of the Company's first public
offering, holders of Series A Preferred Shares or Common
Shares issued upon conversion thereof ("Registrable Shares")
shall have the ri ght to demand two "S - 1" registrations with
aggregate gross offering p rice in excess of $10,000,000, upon
customary terms and conditions .

The holders of Se ri es A Preferred Shares will also be entitled

to "piggyback" registration rights on Company registrations .

The holders of Series A Preferred Shares will also be entitled

to unlimited registrations on Form S -3 with at least $1,000,000
in aggregate gross offering price, on customary terms and
conditions .

7. This is a so-called "straight" liquidati on preference . An altern ative is the "double dip" or "pa rticipating"
liquidation preference, which provides that the preferred shares get an amount equal to its money back (plus any
accrued dividends if there is an accruing dividend) and then pa rticipates with common shares on an "as
converted basis ." A double -dip liquidation preference is a pricing term most often seen in early-stage deals or
in "down rounds . "

8. Working out what the Board will look like following the Series A round will be one of the most impo rtant
ma tters to deal with . Generally, the Series A investors will ask for and receive representation on the board . The
questions will be how many seats do they get and what effect will that have on the founders' and management's
board representation . In the end, everybody involved will need to part icipate in, and be satisfied with, the
decisions regarding board structure .

9. Venture capital investors will likely impose a vesting schedule on options held by founders, management,
and employees as a condition to investment. If options are not yet vested, they are subject to being lost if the
person ceases to work for the company for any reason. Venture capital investors impose such vesting
requirements i n o rder t o p rovide t he c ompany's p eople w ith a r eason t o s tay with t he c ompany . Also, i f a
person ceases to work for the company for any reason, the nonvested shares are available for grant to his or her
replacement. The theory here is, of course, that the best business plan is worth nothing without the people to
execute it.

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 The Company will bear all expenses related to all registrations
and underwritings .

Affirmative Covenants : While any Series A Preferred Share is outstanding, the

Company will :

a) maintain adequate property and business insurance .

b) comply with all laws, rules, and regulations .

c) preserve, protect, and maintain its corporate existence ; its

rights, franchises, and privileges ; and all properties necessary
or useful to the proper conduct of its business .

d) submit all filings and payments to the CCRA on a timely

basis.

e) cause all key employees to execute and deliver

noncompetition, nonsolicitation, nonhire, nondisclosure, and
assignment of inventions agreements for a term of their
employment with the Company plus one year in a form
reasonably acceptable to the Board of Directors.

f) not enter into related party transactions without the consent

of a majority of disinterested directors .

g) reimburse all reasonable out-of-pocket travel-related

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expenses of the Series A Preferred Shares directors .'

Financial
Statements
and Reporting : The Company will provide all information and materials,
including, without limitation, all internal management
documents, reports of operations, reports of adverse
developments, copies of any management letters,
communications with shareholders or directors, and press
releases and registration statements, as well as access to all
senior managers as requested by holders of Series A Preferred
Shares . In addition, the Company will provide the holders of
Series A Preferred Shares with unaudited monthly and
quarterly and audited yearly financial statements, as well as an
annual budget .

10 . This list includes items frequently looked for by venture capital firms .

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Redemption: Commencing with the date that is five years from the date of
closing and on each one-year anniversary of such date
thereafter, holders of at least a majority of the then issued and
outstanding Series A Preferred Shares may request the
Company to redeem their shares at a price equal to the original
purchase price for such shares plus any declared but unpaid
dividends, with 1/3 of the shares to be redeemed shall be
redeemed on such redemption date, an additional 1/3 on the
date that is one year from such date, and the remaining 1/3 on
the date that is two years from such date .I I

Right of First Refusal : Holders of Series A Preferred Shares shall have a pro rata right,
based on their percentage of fully diluted equity interest in the
company, with an undersubscription right up to the total
number of shares being offered, to participate in subsequent
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share issuances . 1

Right of First Refusal and

Cosale : In the event that any of the Founders and existing executive
management propose to sell their shares to third parties, the
Company shall have the first right to purchase the securities on
substantially the same terms as the proposed sale ; the Series A
Preferred Shareholders shall next have said right according to
respective percentage ownership of Series A Preferred Shares
or to sell proportionate percentage pursuant to cosale rights .
Such rights shall terminate upon a Qualified Public Offering .

Other Provisions : The purchase agreement shall include standard and customary
representations and warranties of the Company, and the other
agreements prepared to implement this financing shall contain
other standard and customary provisions . Definitive
agreements will be drafted by counsel to the Investors . This
term sheet is intended by the parties to be nonbinding . 1 3

11. This is simply a right to achieve liquidity in the event that the company does not otherwise reach a sale or
IPO by the end of the selected time period . Since the company cannot redeem shares if to do so would render
the company insolvent, this right is useful only in situations in which the company has become some sort of a
sideways play. Usually the redemption price is the price paid for the shares plus the accruing dividend, if there
is one . Occasionally, venture capital firms will request that the redemption price be at the greater of such price
and the then f air market value of the shares . The only thing to w atch out f or here is to make sure that the
company can pay the redemption out over time .

12. While this is generally asked for and received by venture capital investors (who can give you a yes or no
quickly without the need for elaborate disclosure documents to comply with the securities laws), a company
should, in my opinion, think about resisting this request if it comes from individual investors .

13. The term sheet should be nonbinding (with the exception only of the exclusivity provision, if there is one,
and any provisions regarding confidentiality) .

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Expenses : The Company will reimburse the holders of Series A Preferred
Shares for reasonable legal fees in connection with the
transaction, payable at closing and only in the event that the
transactions contemplated by this term sheet are consummated,
up to a limit of $25,000 .14

Conditions to Closing : Closing shall be subject to the standard and customary

conditions, including the completion of due diligence and the
delivery to the investors of a legal opinion of counsel to the
Company, regarding standard and customary matters and
satisfactory to the Investors and their legal counsel .' 5

By: By :

14. The amount of expenses included in this provision depends on where the lawyers are from . Make sure that
there is a cap . You may also want to resist any request to pay ongoing fees for the cost of complying with
requests for waivers, etc ., after the closing (except to the extent to which the investors incur fees because the
company breaches its obligations to them) .

15. Be on the lookout for any exclusivity provisions in this clause . Usually, such exclusivity provisions require
the company to refrain from taking an investment from anyone else for a set period of time after the term sheet
is signed . While an exclusivity provision may be acceptable (and is often imposed), be sure to pay attention to
the time period . It should be no longer than is necessary to complete the transaction, with a little extra time for
possible delays . In my opinion, 30 days should be acceptable in most instances ; 60 day s
is pushing it in most instances; and 90 days is probably unreasonable in almost all cases . Also, make sure that
the exclusivity period automatically ends in the event that the deal is called off before the period expires .