EFTA02443901

Proposed Term Sheet Prior Investment in Greenjets Equity 1.172mm Debt .638mm Management "in-kind" .956mm Existing Capital Structure Equity: (0.675mm) Debt: 0.560mm Shares outstanding: 1,694,756 Book value per share: (39.830) Proposed New Capital Investment: 2.5mm Use of Funds: • Marketing/Advertising (3 new markets) • Operating deficit • Contingency (invested as required) 0.9mm 0.6mm 1 0mm 2.5mm EFTA_R1_01519471 EFTA02443901 Recapitalization Process I) $560,000 in debt is convened into 55% of the company, or 2,071,368 shares (270/share) 2) New capital invested/commited of $2.5mm at 200/share, or 12,500,000 shares. 3) Resulting ownership: Initial equity investors: 1,694,756 shares (10.4%) Hayes (debt conversion): 2,071,368 shares (12.7%) New Investors: 12,500,000 shares (76.8%) Total shares: 16,266,124 4) Resulting Capital Structure Equity $2.385mm ($lmm contingent) Debt $0 Book value per share 14.60/share Additional terms: • Subject to satisfactory financial due diligence • Subject to satisfactory operational and management due diligence • Subject to reviewing and agreeing a market expansion plan for 3 additional markets over the next twelve months, including specific marketing plans • Subject to reviewing and agreeing 36 month financial projections, with appropriate break-even date • Subject to establishing an appropriate incentive plan for management • Slmin in contingent investment is subject to meeting established targets for growth, gross margin, and net margin: solely at the option of the majority of investors • Existing investors may invest as part of new investment group • Board of Directors: The Board will consist of seven members: 1 member of management, 1 nominee of Hayes, 1 independent, and 4 nominees of the new investor group EFTA_R1_01519472 EFTA02443902