term sheet

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TERM SHEET
FOR SERIES A PREFERRED STOCK FINANCING OF
ICB INTERNATIONAL, INC.
August 1, 2014
This TERM SHEET summarizes the principal terms of a SERIES A PREFERRED STOCK
FINANCING (the “Financing”) of ICB INTERNATIONAL, INC., a California corporation (the
“Company”). No legally binding obligations will be created until definitive agreements are
executed and delivered by all parties. This Term Sheet is for discussion purposes only; there is
no obligation on the part of any negotiating party until a definitive unit purchase agreement is
signed by all parties. The transactions contemplated by this Term Sheet are subject to closing
conditions, including the execution of definitive financing documents by the parties. This Term
Sheet shall be governed in all respects by the laws of the State of California, without regard to
conflict of laws provisions thereof.
Closing Date: The initial closing (the “Initial Closing”) of the Financing shall
take place on February 1, 2015 (the “Closing Date”), with
additional closings for up to 180 days thereafter (each, an
“Additional Closing” and, together with the Initial Closing, the
“Closing”).
Type of Security; Amount of
Financing:
Series A Convertible Preferred Stock (the “Series A
Preferred”), convertible as provided below into shares of the
Company’s Common Stock (the “Common Stock”).
A minimum amount of $1,000,000 and a maximum amount of
$10,000,000 will be raised in $250,000 increments.
Price Per Share: $5.00 per share (based on the capitalization of the Company set
forth below) (the “Original Purchase Price”).
Pre-Money Valuation: The Original Purchase Price is based upon a pre-money
valuation of $35,427,500.

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Capitalization: The Company’s capital structure before the Closing is set forth
below:
Shares Percentage
Common Issued 7,085,500 72.07%
Option Plan
Shares Issued* - 0%
Shares Reserved 2,745,000 27.93%
Total 9,830,500 100%
* Options have been discussed with certain individuals, but none have been issued to date.
Dividends: Non-cumulative dividends will be paid on the Series A
Preferred in preference to any dividend on the Common Stock
at the rate of six percent (6%) of the Original Purchase Price per
annum for each share of Series A Preferred, when, and if
declared by the Board of Directors of the Company (the
“Board”).
Liquidation Preference: In the event of any liquidation, dissolution or winding up of the
Company, the holders of the Series A Preferred shall be entitled
to receive in preference to the holders of the Common Stock a
per share amount equal to the Original Purchase Price plus any
declared but unpaid dividends (the “Liquidation Preference”).
After the payment of the Liquidation Preference to the holders
of the Series A Preferred, the remaining assets shall be
distributed ratably to the holders of the Common Stock.
A merger or consolidation (other than one in which
stockholders of the Company own a majority by voting power
of the outstanding shares of the surviving or acquiring
corporation) and a sale, lease, transfer or other disposition of all
or substantially all of the assets of the Company will be treated
as a liquidation event (a “Deemed Liquidation Event”), thereby
triggering payment of the Liquidation Preference; provided, that
a capital raising transaction will not be a Deemed Liquidation
Event.
Protective Provisions: The Company will not, without the written consent of the
holders of at least a majority of the Company’s outstanding
Series A Preferred, take any action that would (i) adversely
alter or change the rights, preferences or privileges of the Series
A Preferred in a manner different than other classes of stock, or

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(ii) increase or decrease the authorized number of shares of
Series A Preferred Stock.
Optional Conversion: The Series A Preferred will initially be convertible 1:1 to
Common Stock at any time at the option of the holder, subject
to adjustments for stock dividends, stock splits, reverse stock
splits and similar events and as described below under “Anti-
dilution Provisions.”
Mandatory Conversion: Each share of Series A Preferred will automatically be
converted into Common Stock at the then applicable conversion
rate in the event of the closing of an underwritten public
offering of shares of Common Stock of the Company with gross
proceeds to the Company of not less than $10,000,000 (before
deduction of underwriters’ commissions and expenses (a
“Qualified IPO”), or (ii) upon the written consent of the holders
of a majority of the Series A Preferred outstanding.
Anti-dilution Provisions: The conversion price of the Series A Preferred will be subject
to a “broad-based” weighted average adjustment (based on all
outstanding shares of Preferred and Common Stock and the
number of shares of Common Stock issuable upon the exercise
or conversion of all other rights, options and convertible
securities) to reduce dilution in the event that the Company
issues additional equity securities (other than securities issued
to employees, officers and directors of the Company or
consultants to the Company upon the approval of the Board and
securities issued in connection with a merger or acquisition, or
in connection with equipment leasing or debt financing) at a
purchase price less than the applicable conversion price. The
conversion price will also be subject to proportional adjustment
for stock dividends, stock splits, reverse stock splits and similar
events.
Registration Rights: The Company will not grant any person or entity registration
rights of any kind unless substantially the same rights are also
provided to the holders of Series A Preferred on a pro-rata
basis, on the same terms and conditions.
Preemptive Rights: Series A Preferred shareholders shall have a pro rata right,
based on their percentage equity ownership in the Company
(assuming the conversion of all outstanding Preferred Stock
into Common Stock and the exercise of all options outstanding
under the Company’s stock plans), to participate in subsequent
issuances of equity securities of the Company (other than
securities issued to employees, officers and directors of the
Company, securities issued pursuant to a merger or acquisition,
securities issued in connection with an equipment leasing or

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debt financing, securities issued pursuant to a registration
statement, or securities issued in connection with strategic
transactions)). In addition, should any such shareholder choose
not to purchase its full pro rata share, the remaining Series A
shareholders shall have the right to purchase the remaining
shares pro rata. Such right of participation will terminate upon
a Qualified IPO or upon a Deemed Liquidation Event.
Lock-up: Investors shall agree in connection with the any public offering
not to sell or transfer any shares of Company stock for a period
of up to 180 days following the effective date thereof.
Rights of First Refusal; Co-Sale
Rights:
All Company capital stock will be subject to a right of first
refusal on transfers in favor of the Company, subject to
standard exceptions. Each investor will have a right of first
refusal and a right of co-sale (on a pro rata basis) in the event
that Ram Bhatt (a “Founder”) wishes to sell any of such
Founder’s shares of Common Stock to a third party (other than
customary transfers to family members or others who will be
similarly bound). This right will be subordinate to the
Company’s right of first refusal with respect to the Company’s
Common Stock and will terminate immediately prior to a
Qualified IPO or upon a Deemed Liquidation Event.
Legal Fees and Expenses: Each party shall pay its own fees and expenses, and those of
their counsel in connection with the Financing. Company
counsel will draft the closing documents.