EVENTCOMBO, INC.

SUMMARY OF TERMS
SERIES A PREFERRED SHARE FINANCING

November 16, 2022

This Summary of Terms (this “Term Sheet”) is intended as a summary for discussion purposes
only. This Term Sheet does not reference all of the terms, conditions (including without limitation
internal approvals), representations, warranties, covenants, and other provisions that would be
contained in the definitive documentation for the transactions contemplated by this Term Sheet. Except
as expressly set forth herein, none of the parties to these discussions or any of their respective affiliates
shall be legally bound with respect to the transactions contemplated by this Term Sheet unless and until
such parties have executed and delivered to each other definitive, binding written agreements in respect
of such transactions.

Issuer: Eventcombo, Inc., a Delaware corporation (the “Company”).

Investors: Accredited investors acceptable to the Company (the “Investors”).

Type of Security: Series A Preferred Stock (the “Series A Preferred Stock”), initially
convertible on a 1:1 basis into the Company’s Common Stock (the
“Common Stock”).

Amount of Financing: An aggregate of $5,000,000, with up to $5,000,000 raised at the

initial closing on December 31, 2022 (the “Initial Closing”).

Price: $1.0047 per share (the “Original Purchase Price”). The Original
Purchase Price represents a fully-diluted pre-money valuation of
$20,000,000.

Closing: The Initial Closing to occur December 31, 2022.

TERMS OF SERIES A PREFERRED

Liquidation Preference:
In the event of any liquidation or winding up of the Company, the
holders of Series A Preferred Stock shall be entitled to receive, in
preference to the holders of the Common Stock, a per share
amount equal to the greater of (i) their original capital contribution,
plus any declared and unpaid dividends, and (ii) the amount that
would be payable upon conversion to Common Stock (the “Series
A Liquidation Preference”). A consolidation, merger, acquisition,
sale of voting control or sale of all or substantially all of the assets
of the Company in which the stockholders of the Company do not
own a majority of the outstanding Stock of the surviving entity
shall be deemed to be a liquidation or winding up for purposes of
the Series A Liquidation Preference.

Conversion: The holders of the Series A Preferred Stock shall have the right to
 convert the Series A Preferred Stock, at any time, into Common
Stock. The initial conversion rate shall be 1:1, subject to
adjustment as provided below. The Series A Preferred Stock shall
be automatically converted into Common Stock (i) if the holders of
a majority of the outstanding Series A Preferred Stock consent to
such conversion or (ii) upon the closing of a firmly underwritten
public offering of Common Stock of the Company offering with
gross proceeds to the Company and the selling stockholders of not
less than $25 million (before deduction of underwriters’
commissions and expenses) (a “Qualified IPO”).

Voting Rights: The Series A Preferred Stock will vote together with the Common
Stock and not as a separate class except as specifically provided
herein or as otherwise required by law. Each share of Series A
Preferred Stock shall have a number of votes equal to the number
of Common Stock then issuable upon conversion of such share of
Series A Preferred Stock.

Protective Provisions: At any time when at least fifty-one (51%) of the initially issued
shares of Series A Preferred Stock remain outstanding, the
Company shall not, either directly or indirectly by amendment,
merger, consolidation or otherwise, do any of the following
without (in addition to any other vote required by law or the
Certificate of Incorporation) the written consent or affirmative vote
of holders representing a majority of the outstanding Series A
Preferred Stock, given in writing or by vote at a meeting,
consenting, or voting (as the case may be) separately as a single
class:

1. alter or change the rights, powers or privileges of the Series A

Preferred Stock set forth in the Certificate or Bylaws, as then in
effect, in a way that adversely affects the Series A Preferred Stock;
amend, alter or repeal any provision of the Bylaws of the
Company;

2. enter into or materially change the compensation arrangements

with the Company’s executive officers;

3. authorize or create (by reclassification or otherwise) any new

class or series of capital stock having rights, powers, or privileges
set forth in the certificate of incorporation of the Company, as then
in effect, that are senior to any series of preferred shares currently
authorized by the Company;

4. redeem, retire or repurchase any shares of Common Stock or

Series A Preferred Stock (other than pursuant to employee or
consultant agreements giving the Company the right to repurchase
shares upon the termination of services pursuant to the terms of the
applicable agreement);

5. acquire all, or substantially all, of the properties, assets or stock

 of another company or entity; liquidate, dissolve or wind-up the
business and affairs of the Company, effect any deemed
liquidation event, or consent, agree or commit to any of the
foregoing without conditioning such consent, agreement or
commitment upon obtaining the approval required by this
provision.

Investor Rights In the event that the Company participates in an additional round
of financing beyond the Series A Preferred Stock, the holders of at
least 1,000,000 shares of Series A Preferred Stock (“Major
Investors”) shall have the opportunity to participate pro-rata in a
future financing subject to customary exclusions as provided in the
Investor Rights Agreement (the “IRA”).

Information Rights: The Company shall deliver to Major Investors (i) annual financial
statements within 120 days after completion of the year end, and (ii)
quarterly financial statements within 45 days after each fiscal quarter.
The Investor shall also be entitled to standard inspection and
visitation rights as provided in the IRA.

Purchase Agreement: The investment shall be made pursuant to the Series A Preferred
Stock Purchase Agreement (the “SPA”) executed in connection with
the Initial Closing. Each Investor will become a party to the IRA.

OTHER MATTERS

Indemnification: The Articles of Incorporation and Bylaws of the Company shall

limit board member’s liability and exposure to damages, and shall
indemnify directors, to the broadest extent permitted by applicable
law.

Assignment: The Investors shall be entitled to transfer all or part of its Series A
Preferred Stock purchased by it to one or more affiliated
partnerships or funds managed by it or any of their respective
directors, officers or partners, provided such transferee agrees in
writing to be subject to the terms of the purchase agreement and
related agreements as if it were a purchaser thereunder.

Legal Fees and Expenses: The Company shall bear its own fees and expenses. The Investors
shall bear their own fees and expenses.

[Signature Page Follows]

Acknowledged and agreed:

INVESTORS:
HH SHEIKH FAISAL BIN KHALID AL QASSEMI

By:
Name:
Title: Investor

COMPANY:
EVENTCOMBO, INC.

By:
Name:
Title: