MailMoolah

MailMoolah, Inc. (the "Company")

$2.2 million

Series A Preferred Stock

$8.5 million

$1.78 (based on fully diluted capitalization)

[Lead Investor Name] and other investors

Non-cumulative dividends at 8% per annum, when and if declared by the Board.

1x non-participating. In the event of a liquidation, dissolution, or winding up, holders of Series A Preferred shall receive the greater of (i) the original purchase price plus any declared but unpaid dividends, or (ii) the amount payable on an as-converted basis.

Each share of Series A Preferred shall be convertible into one share of Common Stock (subject to adjustment) at the option of the holder at any time. Automatic conversion upon (i) an IPO at a price per share of at least 3x the original purchase price and raising at least $40 million, or (ii) consent of holders of a majority of Series A Preferred.

Broad-based weighted average anti-dilution protection. Standard exceptions for employee options, strategic partnerships, and convertible notes.

Series A Preferred shall vote together with Common Stock on an as-converted basis on all matters.

5 seats: 2 designated by Common holders, 2 designated by Series A holders, and 1 independent director mutually agreed upon.

Consent of holders of a majority of Series A Preferred required for: (i) amendments to charter or bylaws; (ii) creation of senior or pari passu securities; (iii) increases in authorized shares; (iv) declaration of dividends; (v) incurring indebtedness exceeding $500,000; (vi) acquisitions or mergers; (vii) liquidation events.

Major investors (holding at least 5% of Series A) shall receive annual audited and quarterly unaudited financial statements, annual budget, and monthly management reports.

Major investors shall have the right to participate in subsequent equity financings to maintain their proportionate ownership.

Standard demand (2 demands), S-3, and piggyback registration rights.

Company and investors shall have standard ROFR and co-sale rights on founder shares, subject to customary exceptions.

15% of fully diluted shares reserved for employee option pool, with 4-year vesting and 1-year cliff.

Holders of a majority of Common and Series A (voting together as a single class on as-converted basis) may require all shareholders to participate in a sale of the Company.

Founder shares subject to 4-year vesting with 25% credit for time served.

Company agrees to a 45-day exclusivity period from execution of this term sheet.

Company shall pay reasonable legal fees of the lead investor, capped at $25,000.

State of Delaware

Satisfactory completion of legal, financial, and technical due diligence.

Execution of definitive agreements including Stock Purchase Agreement, Investors' Rights Agreement, Voting Agreement, and Right of First Refusal and Co-Sale Agreement.

This term sheet expires on March 31, 2026 if not executed.