MEMORANDUM OF TERMS FOR THE InCorporation and Organization OF

[Company Name]
This term sheet summarizes the principal terms of the proposed incorporation and organization of Sparkroad, LLC (the Company). This term sheet is for discussion purposes only; there is no obligation on the part of any negotiating party until definitive agreements are signed by all parties. This term sheet does not constitute either an offer to sell or an offer to purchase securities. [Name Reserved Until: ] OR [Alternate Company Names: ] [__________] OR[If [Company Name] is unavailable, the Incorporator will use one of the following alternate names, in order of preference: ____________________] [Delaware] ______________________________, __________ ______ ____________________ County [United States]Tel: ____________________Fax: ________________ ____________________ The Company will [pay for a trademark search] / [hold off on trademarks] ____________________. ____________________. [In addition to its principal office, the company will have offices or employees located in ____________________.] The Registered Agent will be ____________________. The number of authorized directors will [range from ____ to ____, initially fixed at ____] OR [be

State of Incorporation: Principal Office:

Company Website: Trademarks:

Corporate Purpose: Corporate Business Activities: Doing Business in Other States:

Agent for Service of Process: Board of Directors:

initially fixed at ____] directors. Directors: Name Officers: Name and Title Capitalization: Total Shares Authorized: __________ shares, all of which shall be common stock, $____ par value per share. Amount and Form of Consideration Address Address

Stockholders: Name and Address Vesting Provisions: Name Purchase Type Vesting Schedule Shares and Price

Stock Plan Reserved Pool:

A total of __________ shares will be reserved for issuance under the Stock Plan. ____% (Form BE-13 filing may be necessary) ____________________ [To be ordered] OR [Not necessary] ____________________ First date the company will pay wages: [Date]. Peak number of employees expected in next twelve months in each of the following categories: a) nonagricultural: __________

Non-U.S. Investors: Fiscal Year End: Corporate Seal: Bank: Employer I.D. Number Information:

b) agricultural: None c) household: None To whom will the corporation sell most of its products or services? business (wholesale) public (retail) other (specify): ____________________ Prior EIN Applications: Prior Company Name The officer applying for the EIN has previously filed for the following EINs: Prior Company City Date Prior EIN Obtained Prior EIN Number

California EDD Registration Information:

Payroll will exceed $100.00 per calendar quarter by [Date]. [Month] is the first month that worker contributions for disability insurance will exceed $100.00 or personal income tax withheld exceeds $250.00. The nature of the companys business is: retail trade wholesale trade service repairing manufacturing contracting other (specify): ____________________

S Corporation Election: Attorneys: Principal Client Contact for Attorneys:

[Yes] OR [No] Orrick, Herrington & Sutcliffe LLP [Name][Job Title] ______________________________, __ __________________________ County [United States]Tel: ____________________Cell:

____________________Fax: ________________Email: ________________SSN: ____________________Drivers License Number: ____________________