《风险投资协议书模版》由会员分享，可在线阅读，更多相关《风险投资协议书模版（6页珍藏版）》请在金锄头文库上搜索。
1、Checklist Term Sheet VC InvestmentCOMPANY ADDRESS COMMERCIAL REGISTRY (“the Company“) Shareholder(s) (“Founder(s)“): Key Management: Investor(s): Current capitalization: Valuation: Investment Amount: Issue Price: Securities: Resulting Capitalization: Use of the proceeds: NAMES ADDRESSES NAME COMPANY
2、 ADDRESS COMMERCIAL REGISTRY COMPANY ADDRESS COMMERCIAL REGISTRY Details of the current share capital of the company are set out in a capitalization table in Schedule “A“. Pre-money Company value of CURRENCY AMOUNT, fully diluted1 based on NUMBER common shares outstanding CURRENCY AMOUNT Price per n
3、ew preferred B share of CURRENCY AMOUNT (“the Original Issue Price“) implying a CURRENCY AMOUNT fully diluted pre-money valuation NUMBER shares of a newly-created class B shares each having the rights described in this Term Sheet (the “preferred B shares“) representing PERCENTAGE % of the Companys f
4、ully diluted issued share capital A pro forma detailed capitalization table showing the Companys capital structure after the Transaction is effected is attached as Schedule “B“. The proceeds from issuing the preferred B shares will be used for TO BE COMPLETED, following the budget and key business p
5、lan attached in Schedule “C“ as prepared by the Company and the Founders. Issuer: 1 Assuming exercise/conversion of ail outstanding fmancial instruments. 2 Local tax consquences and lgal issues to be checked. Local tax consquences and lgal issues to be checked. In the event of an Exit, the proceeds
6、will in principle be distributed to ail Shareholders proportionately. However, the holders of the preferred B shares will receive an amount, for each preferred B share, at least equivalent to the Original Issue Price, increased in the first years by an IRR of 20 % per annum compounded annually (“the
7、 Exit Preference“). Exit Prfrence2: “Exit“ means DEFINE Define circumstances in which exit preference does not work, e.g. IPO/sale at a pre-defined minimum price Each preferred B share is entitled to the same voting rights as ail common shares. Voting: The Board of Directors will be composed of up t
8、o and including NUMBER directors, of whom NUMBER are appointed on proposal by the holders of A shares and NUMBER on proposal by the holders of preferred B shares. Board reprsentation: Minimum shareholding threshold to nominate directors; Casting vote for chairman; Remuneration of directors; Committe
9、es (remuneration, audit etc.)? - to be discussed (i) at the level of the Board of Directors: the Directors appointed on proposal of the holders of the preferred B must approve the following decisions LIST. Protective Provisions: (ii) at the shareholders level: the holders of the preferred B must app
10、rove the following decisions LIST If the Company issues additional shares OR In the event of a capital increase of at least AMOUNT CURRENCY of which at least AMOUNT CURRENCY is subscribed by a third party before DATE at a purchase price less than the Original Issue Price, the Investors will benefit
11、from a full ratchet anti-dilution protection as outlined in Schedule “D“. Anti-dilution Protection specify exceptions: e.g. employee offerings AU shareholders will use their best efforts to realize an Exit by way of a Qualified Public Offering or a trade sale before DATE. Exit: The Shareholders must
12、 sell their shares if an offer is made to buy ail the Companys shares, and if specify conditions: e.g. board approval or minimum price offered by candidate acquirer. Each holder of preferred B shares may transfer Shares in the Company (i) to affiliates, or (ii) in connection with the liquidation of
13、an Investor. The holders of preferred B shares must not give any representation and warranties other than the clean title to the shares when they sell their shares. The shareholders Investors will OR may, if requested receive the following information: A take-along obligation if fa f majority of one
14、 of the holders of the preferred B shares sell their shares in the Company. A put option to the Company is no real option given the Belgian mandatory rules on a companys acquisition of its own shares. If no Exit bas occurred before DATE, a majority of- each oj the holders of the preferred B shares w
15、ill have the right to: Mandatory Exit Route: (i) force the Company or the other shareholders or both the Company and the other shareholders to realise their investment in a Qualified Public Offering, trade sale4 or liquidation or to instruct an independent, professional third party to find an industrial partner for the Company or to organise a sale of ail or most of the Companys shares or assets; or (ii) sell their shares to NAMES5 at a price based on VALUATION MECHANISM. Lock-up: Any transfer of securities (including, without limitation, granting opti
