<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Thursday, September 4, 2014 1:37 AM</td></tr><tr><td>To:</td><td>george church</td></tr><tr><td>Subject:</td><td>Re: FW: Term sheet of the convertible note with eGenesis</td></tr></table>

can we have a balance sheet and income statement as well a= corp docs?

On Wed, Sep 3, 2014 at 8:13 PM, george church &=t; wrote:

Revision to the e=enesis proposed agreement attached.
--george

From: Luhan Yang < Date: Wednesday, September 3, 20=4 at 9:29 AM

Hi, George,

Please=see attached change according to the feedback. Two things have been added:=C24>

We can make their debt convertible at a discount in the equity financ=ng, say at 75%. So they would pay 75% of the amount per share =hat the new investors pay.

## <=p>

Beyond that, we could provide that if the company is sold prior to th= maturity of their loan (18 mos.) that they receive some multiple return o= their principal, say 1.5X. so if company is sold before 18 months, =hey receive $2,250,000 plus accrued interest. This may be reas=nable assuming we would not do a sale unless the valuation was attractive.=/span>

Look forward to discuss with you today.

Below is the resp=nse. Hopefully someone at your end understands what needs to be fixe=.

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--George

## Date: Friday, August 29, 2014 at 7=22 AM

no, not a fair de=l... this is a crucial bridge that comes with no benefit other=than a side by side participation ( forced ) in the future

On Fri, Aug 29, 2014 at 7:09 AM, george church <g█████████████████████ wrote:

Darren and Jeffery,

Ple=se let me know if the attached document looks acceptable for the first $1.=M , and if so,

who should sign it.

--George

<=div>

=C2�>>

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## please note (cont.)