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1、Last updated April 2009 TERM SHEETLast updated April 2009 2Preliminary NoteThis term sheet maps to the NVCA Model Documents, and for convenience the provisions are grouped according to the particular Model Document in which they may be found. Although this term sheet is perhaps somewhat longer than
2、a “typical“ VC Term Sheet, the aim is to provide a level of detail that makes the term sheet useful as both a road map for the document drafters and as a reference source for the business people to quickly find deal terms without the necessity of having to consult the legal documents (assuming of co
3、urse there have been no changes to the material deal terms prior to execution of the final documents).Last updated April 2009 3TERM SHEET FOR SERIES A PREFERRED STOCK FINANCING OF INSERT COMPANY NAME, INC. , 200 This Term Sheet summarizes the principal terms of the Series A Preferred Stock Financing
4、 of _, Inc., a Delaware corporation (the “Company”). In consideration of the time and expense devoted and to be devoted by the Investors with respect to this investment, the No Shop/Confidentiality and Counsel and Expenses provisions of this Term Sheet shall be binding obligations of the Company whe
5、ther or not the financing is consummated. No other legally binding obligations will be created until definitive agreements are executed and delivered by all parties. This Term Sheet is not a commitment to invest, and is conditioned on the completion of due diligence, legal review and documentation t
6、hat is satisfactory to the Investors. This Term Sheet shall be governed in all respects by the laws of the State of Delaware, and does not constitute an offer to sell or a solicitation of an offer to buy securities in any state where the offer or sale is not permitted.Offering TermsClosing Date:As s
7、oon as practicable following the Companys acceptance of this Term Sheet and satisfaction of the Conditions to Closing (the “Closing”). provide for multiple closings if applicableInvestors:Investor No. 1: _ shares (_%), $_Investor No. 2: _ shares (_%), $_as well other investors mutually agreed upon b
8、y Investors and the CompanyAmount Raised:$_, including $_ from the conversion of principal and interest on bridge notes.1Price Per Share:$_ per share (based on the capitalization of the Company set forth below) (the “Original Purchase Price”).Pre-Money Valuation:The Original Purchase Price is based
9、upon a fully-diluted pre-money valuation of $_ and a fully-diluted post-money valuation of $_ (including an employee pool representing _% of the fully-diluted post-money capitalization). Capitalization:The Companys capital structure before and after the Closing is set forth on Exhibit A.1 Modify thi
10、s provision to account for staged investments or investments dependent on the achievement of milestones by the Company.Last updated April 2009 4CHARTER2Dividends:Alternative 1 : Dividends will be paid on the Series A Preferred only on an as-converted basis when, as, and if paid on the Common Stock.
11、Alternative 2: The Series A Preferred will accrue dividends at the rate of _% per annum, payable only when and if declared by the Board or upon a liquidation or redemption. For any other dividends or distributions, participation with Common Stock on an as-converted basis. 3 Liquidation Preference:In
12、 the event of any liquidation, dissolution or winding up of the Company, the proceeds shall be paid as follows:Alternative 1 (non-participating Preferred Stock): First pay the greater of (i) one times the Original Purchase Price plus accrued dividends plus declared and unpaid dividends on each share
13、 of Series A Preferred or (ii) such amount as would have been payable had all shares of Preferred Stock been converted to Common Stock on each share of Series A Preferred. The balance of any proceeds shall be distributed pro rata to holders of Common Stock.Alternative 2 (full participating Preferred
14、 Stock): First pay one times the Original Purchase Price plus accrued dividends plus declared and unpaid dividends on each share of Series A Preferred. Thereafter, the Series A Preferred participates with the Common Stock pro rata on an as-converted basis.Alternative 3 (cap on Preferred Stock partic
15、ipation rights): First pay one times the Original Purchase Price plus accrued dividends plus declared and unpaid dividends on each share of Series A Preferred. Thereafter, Series A Preferred participates with Common Stock pro rata on an as-converted basis until the holders of Series A Preferred receive an aggregate of _ times the Original Purchase Price per share, at which point each holder of Series A Preferred is entitled to receive the greater of (i) that amount per share or (ii) the amount such holder would receive if all shares of Series A Preferred Stock had b
