Hawaii Summary of Terms of Proposed Private Placement Offering

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US-ENTREP-0064-1
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This Term Sheet summarizes the principal terms with respect to a potential private placement of equity securities of a "Company") by a group of investors ("Investors") led by a Venture Fund. This Term Sheet is intended solely as a basis for further discussion and is not intended to be and does not constitute a legally binding obligation except as provided under "Confidentiality," "Exclusivity", and "Expenses" below. No other legally binding obligation will be created, implied or inferred until a document in final form entitled "Stock Purchase Agreement" is executed and delivered by all parties. Without limiting the generality of the foregoing, it is the parties intent that, until that event, no agreement shall exist among them and there shall be no obligations whatsoever based on such things as parol evidence, extended negotiations, "handshakes," oral understandings, courses of conduct (including reliance and changes of position), except as provided under "Confidentiality," "Exclusivity", and "Expenses" below.
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FAQ

Private Placement Programs, also called ?High Yield Investment Programs?, are private (non-public) investment programs which are based on the purchase or sale of bank financial instruments. In most cases MTNs are mainly used.

Executive Summary An overarching goal in this section of the private placement is to give investors an overview of the transaction, the high level structure of the investment and details on the market and opportunities.

Private placements involve the non-public sale of securities to a relatively small number of investors.

A private placement is a security that's sold to an investor. Some common examples of private placements include: Real Estate Investment Trusts (REITs) Non-Traded REITs.

An offering memorandum is a document issued to potential investors in a private placement deal. The offering memorandum spells out the private placement's objectives, risks, financials, and deal terms.

A private placement is a sale of stock shares or bonds to pre-selected investors and institutions rather than publicly on the open market. It is an alternative to an initial public offering (IPO) for a company seeking to raise capital for expansion.

As the name suggests, a ?private placement? is a private alternative to issuing, or selling, a publicly offered security as a means for raising capital. In a private placement, both the offering and sale of debt or equity securities is made between a business, or issuer, and a select number of investors.

Typically PPMs contain: a complete description of the security offered for sale, the terms of the sales, and fees; capital structure and historical financial statements; a description of the business; summary biographies of the management team; and the numerous risk factors associated with the investment.

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Hawaii Summary of Terms of Proposed Private Placement Offering