E

Gust Revenue-Backed Note Term Sheet

Issuer: [insert company name] (the “Company”)1
Amount of financing: [include Min/Max—$0—$1 million]2,3 (the “Financing”)
Closing Date: The Offering will only close if the Minimum Investment Amount is committed by [insert date—see footnote 3]
Type of Security: Unsecured Revenue Backed Promissory Note (“Note”)
Investment Amount: $[______]4 (“Original Principal Amount”)
Maturity Date: 5 years from issuance
Interest Rate: 5% per annum calculated based on a 360-day year, compounding annually
Repayment: The note shall require payments quarterly within 30 days after the end of each fiscal quarter of the Company in an amount equal to (a) 5 percent of the Gross Revenue of the Company as reported on the Company's regularly prepared financial statements until the Original principal Amount plus any interest accrued to date is repaid in full, and thereafter in an amount equal to (b) 2.5 percent of the Gross Revenue of the Company until receipt by the Investor of five (5) times the Original Principal Amount, plus all accrued and unpaid interest thereon (the “Obligation Amount”). Any balance of the Obligation Amount outstanding on the Maturity Date shall become immediately due and payable.
Prepayment: Permitted at any time at the option of the Company, in whole or in part, provided however that the Note shall not be deemed satisfied and repaid in full unless and until the Investor has received 100 percent of the Obligation Amount. Any prepayment ...

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