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Title: PE Term Sheet For Equity

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Subject: Business
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Date: December 31, 2000
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Length: 10 / 2752
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Dividends on Preferred will be in preference to dividends paid on the Common. Dividends on the Preferred will be noncumulative. / (2) Liquidation Preference: In the event of any liquidation, dissolution or winding up of the Company, the holders of Preferred will be entitled to receive in preference to the holders of Common / an amount (“Liquidation Preference”) equal to the Original Purchase Price plus any dividends declared on the Preferred but not paid [and then to share with the holders of the Common in the remaining assets on an as if converted basis]...

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Dividends on the Preferred will be noncumulative. / (2) Liquidation Preference: In the event of any liquidation, dissolution or winding up of the Company, the holders of Preferred will be entitled to receive in preference to the holders of Common / an amount (“Liquidation Preference”) equal to the Original Purchase Price plus any dividends declared on the Preferred but not paid [and then to share with the holders of the Common in the remaining assets on an as if converted basis]...

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