000000_Synthonics_ChyloCureBook_Rev031919

OFFERED SECURITIES The Company is offering up to $1.0 million in convertible notes. The notes will bear interest at 8%, become due in two-years and convert into equity at 80% of the price per share paid in the Company’s next qualified offering subject to a valuation cap of $4.0 million. A more detailed summary of the terms appears below. Interest: Notes will bear interest at 8% per annum, simple interest, from the issuance date through maturity or conversion (“Interest”). Maturity Date: The outstanding principal amount and any accrued and unpaid Interest will become due and payable on demand at any time twenty-four (24) months following the issuance date. Mandatory Conversion: Upon completion by the Company of an equity financing from the sale of the Company's preferred or common stock, in which the gross proceeds payable to the Company equal or exceed $500,000 (excluding the Principal Amount and Interest due on all Notes that will convert in connection with such financing) in one closing or a series of related closings (a “Qualified Financing”), the unpaid Principal Amount and any accrued and unpaid Interest thereon (“Note Value”) of the Note will be automatically converted into the securities issued in the Qualified Financing (the “Qualified Securities”). Conversion Discount: Upon a Qualified Financing, the Note Value will be automatically converted into Qualified Securities at a price equal to the per share price paid by the purchasers of Qualified Securities in the Qualified Financing multiplied by the lesser of (i) eighty percent (80%) and (ii) $4.0 million divided by the pre-money valuation used for next Qualified Financing. Voluntary Conversion: At any time prior to completion by the Company of a Qualified Offering, the Investor may convert the Note Value into common stock at a price per share of $10.00. Change In Control: Upon the closing by the Company of a Change in Control (as defined below) after the issuance date of the Note and on or before the Maturity Date (and provided that the Note has not otherwise been converted into Qualified Securities), the Investor will receive a payment from the Company in an amount equal to 110% of the Note Value within ten (10) days of Investor’s surrender and the cancellation of the Note. The Company will notify the Investor at least fifteen (15) days prior to the close of any Change in Control.

Prepayment:

The Company may at any time prepay all, but not less than all, of the outstanding Principal Amount, plus accrued and unpaid Interest without the payment of any premium or penalty; provided, that (a) Company gives the Investor at least forty-five (45) days prior written notice of any prepayment; and (b) if the Company closes a Qualified Financing (as defined above) within one hundred and twenty (120) days after the date of such prepayment notice, the

7