Distinct Cars Secured Note

DISTINCT CARS LLC

SUMMARY OF PROPOSED TERMS FOR
SECURED PROMISSORY NOTE FINANCING

The following is a summary of the basic terms and conditions of a proposed promissory note financing of Distinct Cars, LLC[1], a Delaware limited liability company (the “Company”). This term sheet is for discussion purposes only and is not binding on the Company or the Investors (as defined below).

Download the Private Placement Offering Memorandum

Financing Amount: Up to $5,000,000.00 in aggregate principal amount of promissory notes (the “Notes”).
Minimum Investment: Minimum investment if $5,000.
Closings: The Company may close the sale of the Notes in one or more closings with one or more purchasers of the Notes acceptable to the Company (the “Investors”).
Definitive Agreement: The Notes will be issued and sold pursuant to promissory notes prepared by the Company’s legal counsel and will contain customary representations and warranties of the Company and the Investors.
Repayment and Maturity Date: Principal any accrued interest shall be paid in twelve (12) equal quarterly installments. All outstanding principal and interest amounts under the Note shall be due and payable thirty-six (36) months from the date of the Note (the “Maturity Date”).

 

Interest: Simple interest will accrue on an annual basis at the rate of 8% per annum based on a 365 day year.
Additional Incentives: The parent of the Company, Yayyo Inc. (the “Parent”) shall hold a sufficient number of shares of its common stock in a reserve escrow (the “Parent Shares”). Upon execution of the Note and placement of funds investors shall be granted a requisite amount of Parent Shares (with 30% coverage at $4.00 per share) in equal value to 100% of the principal amount of the Note.
Pre-Payment: The principal and accrued interest may not be prepaid unless approved in writing by Investors holding Notes whose aggregate principal amount represents a majority of the outstanding principal amount of all then-outstanding Notes (the “Requisite Holders”).
Amendment and Waiver: The Notes may be amended, or any term thereof waived, upon the written consent of the Company and the Requisite Holders.
Security Interest: The Notes will be secured by the equity in a leased automobile fleet (a first position lien subject only to automobile lessor itself).
Fees and Expenses: Each Investor will bear its own fees and expenses incurred in the transactions contemplated by this term sheet.
  1. Distinct Cars LLC is a wholly-owned subsidiary of YayYo, Inc. a Delaware Corporation.