GROUPGIFTING.COM, INC. (D/B/A EGIFTER) SERIES A CONVERTIBLE PREFERRED STOCK AND WARRANT OFFERING TERM SHEET November 2016 The following is a summary of the principal terms with respect to the sale of shares of Series A Convertible Preferred Stock and Warrants by GroupGifting.com, Inc., a Delaware corporation doing business as eGifter (the “Company”). This summary of terms does not constitute a legally binding obligation and the terms of the final documents could vary from this summary. You should not rely on this summary, but instead read the definitive final documents including, but not limited to, the Confidential Private Placement Memorandum. Any legally binding obligation will only be made pursuant to definitive agreements to be executed by the parties. In the case of any conflict or inconsistency between this summary of terms and the definitive agreements to be executed by the parties, the definitive agreements shall govern. Type of Security Offered:

The Company is offering up to a maximum of 417 units (the “Units”). Each Unit is comprised of 8,000 shares of Series A Convertible Preferred Stock (the “Preferred Shares”) and a warrant to purchase shares of Common Stock of the Company at an exercise price of $4.20 per share (the “Warrant”). Each Warrant will be exercisable into 2,000 shares of Common Stock in respect of the first $2,000,000 of Preferred Shares sold in the Offering, and 1,600 shares of Common Stock in respect of the balance of Preferred Shares sold in the Offering.

Anticipated Closing Date:

The initial closing shall occur promptly upon the Company having received subscriptions for Units aggregating at least $1,000,000. Subsequent closings will occur on a rolling basis thereafter, until the maximum is met, subject to the over allotment described below. The Offering will terminate 120 days after the initial closing.

Maximum Offering:

$10 million

Minimum Offering:

$1 million

Over Allotment:

The Company reserves the right to increase the number of Units offered in the Offering by 10% percent if this Offering is oversubscribed.

Current Common Shares:

11,998,248 Shares (as-converted basis)

Preferred Shares Offered:

3,333,333

Preferred Share Price:

$3.00 per Share

Valuation:

$36 million Pre-Money / $46 million Post-Money (if fully subscribed)

Liquidation Preference:

$3.00 per Share, payable upon a sale or liquidation of the Company. The foregoing liquidation preference shall be paid only after the liquidation preference payable in respect of the Company’s Series AA, Series BB and Series CC Convertible Preferred 1

4841-6858-6299.2

Stock has been paid in full. Alternatively, holders of Preferred Shares may elect to participate in any liquidation on an as-converted to Common Stock basis. The Preferred Shares will not be “participating preferred” and no liquidation preference is payable in respect of Common Stock into which Preferred Shares have been converted. Dividend:

The Preferred Shares shall be entitled to dividends only if a dividend is declared on the Common Stock, and then in an amount per share determined as if the Preferred Shares had then been converted into Common Stock.

Redemption:

The Company may redeem the Preferred Shares, in whole or in part, any time, or from time to time, at the discretion of the Company (a) after the third anniversary of the initial closing, upon at least twenty (20) days advanced written notice to the holders thereof or (b) prior to such third anniversary with the prior consent of the holder of the Preferred Shares to be redeemed. Any redemption of the Preferred Shares is subject to the right of the holder of such shares to convert such shares into Common Stock.

Conversion:

Holders of the Preferred Shares will have the right to convert such shares into Common Stock, initially on a one-for-one basis, at any time upon notice to the Company (including after the issuance of a redemption notice but before the effective date of such redemption). All Preferred Shares also will automatically convert into shares of Common Stock upon the first to occur of (a) a qualified financing at or above $6.25 per share, (b) the affirmative vote of a majority of the then outstanding Preferred Shares and (c) the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”). Upon a conversion of the Preferred Shares, the holder thereof will be entitled to receive a number of shares of Common Stock determined by dividing the original issue price of the Preferred Shares ($3.00 per Share) by the then effective Conversion Price (as defined below). No fractional shares of Common Stock will be issued (after aggregating all fractional shares otherwise issuable to any holder of Preferred Shares) and the holder of any such fractional share will instead be paid the fair market value thereof in cash.

Conversion Price:

$3.00 per Preferred Share, subject to adjustment as provided in “Equitable Adjustments” and “Anti-Dilution Protection”, below. Initially, one (1) share of Common Stock is issuable upon the conversion of each Preferred Share.

Warrant Coverage:

25% Common Stock Warrant Coverage at $4.20 per share in respect of the first $2,000,000 of Preferred Shares sold in the Offering and 20% Common Stock Warrant Coverage at $4.20 per share in respect of Preferred Shares thereafter sold in the Offering. Warrants are callable upon a qualified financing at or above $6.25 per share. Warrants expire on the first to occur of (a) the second anniversary of the date of conversion of the Preferred Shares, (b) the fifth anniversary of the Warrant issue date and (c) the occurrence of a sale or liquidation of the Company. Cashless exercise of the Warrants upon a qualified financing at or above $6.25 per share, or as permitted by the Board of Directors of the Company in its sole discretion.

Voting Rights:

One (1) vote per share, voting together with the Common Stock as a single class, on all matters voted on by holders of Preferred Shares.

Equitable Adjustments:

The Conversion Price will be equitably adjusted for any stock split, reverse stock split, stock dividend or any recapitalization, reorganization, reclassification or merger affecting the Preferred Shares or the Common Stock of the Company. 2

4841-6858-6299.2

Investors:

Current stockholders of the Company, qualified institutional buyers and other accredited investors acceptable to the Company in its sole discretion.

Minimum Investment:

$24,000, subject to waiver in the sole discretion of the Company.

Investment Documents:

The Units will be sold pursuant to a Subscription Agreement prepared by the Company. In addition, prospective investors should read the Subscription Booklet, the Confidential Private Placement Memorandum and the form of Warrant prior to purchasing Units in this Offering.

Anti-Dilution Provision:

In addition to the equitable adjustments to the conversion price of the Preferred Shares discussed above, for a period of eighteen (18) months from the date on which the first Preferred Share is issued, the Conversion Price will be subject to a weighted average adjustment in the event that the Company issues additional equity securities at a purchase price less than the then conversion price for the Preferred Shares, except that no adjustment will be made for Exempt Issuances. “Exempt Issuances” include, without limitation, issuances of (i) shares of Common Stock issued pursuant to a stock option/incentive plan; (ii) shares of Common Stock, Options or Convertible Securities issued to banks, equipment lessors or other financial institutions, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction; (iii) shares of Common Stock, Options or Convertible Securities issued to suppliers or third party service providers in connection with the provision of goods or services; (iv) shares of Common Stock, Options or Convertible Securities issued pursuant to the acquisition of another company by the Company by merger, purchase of substantially all of the assets or other reorganization or to a joint venture agreement approved by the Board of Directors of the Company; (v) shares of Common Stock or Convertible Securities issued in connection with an offering of not more than two percent (2%) of the outstanding capital stock of the Company as of the date of such offering; and (vi) shares of Common Stock, Options or Convertible Securities issued in connection with any transaction in which the holders of a majority of the outstanding Preferred Shares waive their anti-dilution rights.

Use of Proceeds:

Proceeds from this Offering will be used for general corporate purposes, including, but not limited, any or all of the following: (a) growing the sales and channel sales organization for all product lines; (b) expanding the Company’s marketing and public relations efforts; (c) improving existing technology and introducing new potentially high margin service offerings; (d) payment of fees for professional services rendered; (e) working capital; and (f) paying for other operating expenses.

Risk Factors:

The Confidential Private Placement Memorandum will contain a summary of what the Company believes are the principal risks associated with this investment, but such list is not intended to be exhaustive. The Units being offered involve a high degree of risk and, therefore, should not be purchased by anyone who cannot afford the loss of his, her or its entire investment. Prospective investors should carefully review and consider the factors set forth in the “Risk Factors” section of the Confidential Private Placement Memorandum, as well as all other information set forth therein and in the other transaction documents before subscribing for any of the Units being offered.

Expenses:

Each party shall bear its own legal fees and other expenses with respect to the transactions described in this Term Sheet.

Placement Agent Fee:

The Company has retained TriPoint Global Equities, LLC (“TriPoint”) to act as the placement agent for the Offering and has agreed to pay TriPoint a cash commission of up to ten percent (10%) of the aggregate purchase price of the Units sold in the 3

4841-6858-6299.2

Offering and that number of five (5) year warrants up to ten percent (10%) of the aggregate number of Preferred Shares issued pursuant to this Offering. The exercise price of such placement agent warrants shall be $3.00. TriPoint, through selected dealers, may compensate other broker-dealers who are members of FINRA in amounts up the amounts to be paid to TriPoint. The securities offered hereunder have not been registered with the Securities and Exchange Commission (the "SEC") or any State securities commission, and are being offered in reliance on an exemption from such registration pursuant to Rule 506(c) of Regulation D, Regulation S and Section 4(a)(2) of the Act. The securities are “Restricted Securities” as defined in the Act and may not be resold unless the securities are registered under the Act, or an exemption from registration under the Act is available.

4 4841-6858-6299.2