Draft Term Sheet - Convertible Note

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Draft Term Sheet - Convertible Note

Leverage Buyout of Support Save, Inc. by DM Holdings, LLC

This letter and term sheet are designed to solicit an indication of interest for the participation in the buyout of Support Save, Inc.

DM Holdings LLC (DMH) has obtained an exclusive, limited time, option to acquire 11,000,000 shares of Support Save, Inc (a publically traded Company symbol SSVE) representing approximately 50% ownership in for $1,500,000 from its founder and major shareholder.

This option will expire on MAY 30th, 2013 and DMH is offering one investor the opportunity to participate in this opportunity, with excellent return on investment fully collateralized but the equity made in the purchase.

DMH has agreed to offer one (1) $1,500,000 Convertible Promissory Note to one qualified investors to participate in this LBO.

All funds will be escrowed at which point there will be a closing and the transaction will take place.

At this point the shares acquired in Support Save, Inc will be issued in the name of DMH and be escrowed and held as collateral at the rate of 11,000,000 shares for the $1,500,000 Note.

As promissory note will be converted into common stock this stock will be released from escrow, 11,000,000 shares converted and issued in the name of the Note holder as payment in full for their respective Note.

When Note holders "principle" is paid down, which DMH has the right to pre pay notes at anytime, the respective shares on a pro rate basis held in Escrow will be released to DMH and will no longer be encumbered. Convertible Promissory Notes Term Sheet

______, 2013

This memorandum (the "Term Sheet") summarizes the principal terms of a potential investment by ______, (the “Purchaser”) in Convertible Promissory Notes of DM Holdings, LLC, (“DMH” or the “Company”).

Offering Terms

Size of Offering: Company agrees to sell [$1,500,000] aggregate principal amount of the Company’s convertible promissory note.

Type of Security: Convertible Promissory Notes (the “Note”). The Note will be a secured debt instrument of the Company, convertible in its entirety (but not in part) into common shares of Support Save, Inc. as described below.

Interest Rate: Each Note will bear interest at [8.0%] per annum, accrued and payable in quarterly interest only payments, unless the Note is converted into Common stock, in which case interest accrued to the conversion date will be added to the principal for conversion.

Prepayment: Each Note may be prepaid in whole or in part at any time by the Company without the consent of the Purchaser.

Conversion: The Note Holder has the option anytime during the Note period to exercise its right to convert into common stock of Support Save Inc at the rate of 11,000,000 shares for their $1,500,000 dollars loaned.

In the event the Company has obtained a market valuation of at least $50,000,000 the Company has the right to force Note holder to covert to common stock at the terms listed above.

Maturity: The Note will have an initial term of 36 months. At maturity of each Note not previously converted, the Company, at its option, will (i) repay in full all of the principal and accrued interest on the Note or (ii) renew the note on the same terms for another 36 months.

Use of Proceeds: Purchase 11,000,000 Shares of Support Save, Inc. (representing approximately of 50% ownership)

Representations and Warranties: Purchaser hereby represents and warrants to Company that Purchaser (i) is investing in Note for investment purposes only, and not with a view to any resale or distribution of such Note, (ii) has been advised and understands that such Note has not been and will not be registered under the Securities and Exchange Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws and, therefore, cannot be resold unless such Note is registered under the Securities Act and all applicable state securities laws, or unless exemptions from registration are available, and (iii) has, either alone or with its “purchaser representatives” as that term is defined in Rule 501(h) under the Securities Act, such knowledge and experience in financial and business matters that is capable of evaluating the merits and risks of its investment in the Company. Purchaser further represents and warrants to Company that, as of the signing of this Term Sheet, Purchaser is an “accredited investor” as that term is defined in Regulation D under the Securities Act or is otherwise sophisticated, knowledgeable investor (either alone or with the aid of a purchaser representative) with adequate net worth and income for this investment.

Conclusion: If this Term Sheet is acceptable, please confirm that the foregoing is in accordance with your understanding by signing and returning this copy.

DM Holdings LLC

By: Daven Michaels, President & CEO

Accepted and agreed to this ____ day of ______, 2013

By: Name: Title:

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