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1、欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您提供优质的文档！Case # 5-0002 Updated August 14, 2003 This case was written by Sean Ruhmann T03 under the supervision of Adjunct Assistant Professor Fred Wainwright and Professor Colin Blaydon of the Tuck School of Business at Dartmouth College. It was written as a bas
2、is for class discussion and not to illustrate effective or ineffective management practices. Copyright 2003 Trustees of Dartmouth College. All rights reserved. To order additional copies, please call (603) 646-0522. No part of this document may be reproduced, stored in any retrieval system, or trans
3、mitted in any form or by any means without the express written consent of the Tuck School of Business at Dartmouth College. 欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您提供优质的文档！BeVocal, Inc. (A) Case # 5-0002 Company Background BeVocal, Inc. was founded in March of 1999 with the goal of bringing the power
4、 of voice-enabled applications to every phone. The company was started by Mikael Berner, Kevin Stone, Amol Joshi and Steve Tran. Berner, Stone and Joshi originally met while working together at Panasonic in the digital signal processing (DSP) product development group. Tran and Joshi later became ac
5、quainted while the two were attending graduate school at the Tuck School of Business at Dartmouth College, prior to BeVocals start in 1999 (see Exhibit 1). BeVocals founding mission was to help telecommunications carriers generate increased revenue from their networks by delivering increased value t
6、o customers. Primary clients included wireless and wireline service providers such as BellSouth, Cingular, Qwest Wireless and Virgin Mobile USA. Clients used BeVocals software to deliver voice-enabled services such as voice dialing, voicemail, email reading and voice portals to their customers. Thes
7、e services delivered bottom-line results to carriers through increased subscriber revenues (monthly subscription fees, increased usage, or upselling to premium bundles) and decreased costs (automating customer service call centers and directory assistance). These services could be either hosted on B
8、eVocals network or installed within the carriers network. Carriers typically implemented the services initially using BeVocals hosted solution and then migrated the software onto their own network as call volume increased. BeVocals application software ran on top of the BeVocal Foundation Platform,
9、a carrier-grade software platform comprised of integrated software modules to run, manage and monitor voice-enabled applications written in the specialized industry standard scripting language for voice applications called VoiceXML. These applications, combined with the Foundation Platform enabled c
10、lients to deliver targeted and customized voice services to customers. The BeVocal Foundation Platform contained scalable nodes that processed speech, ran applications, created services, administered systems, and integrated with back-end services. Each type of node added a specific capability to a c
11、arriers network. Nodes could be physically deployed at a centralized site or distributed among multiple sites within the network. BeVocal employed a basic software licensing business model. Its primary source of revenue was from licensing platforms and applications software to telecom companies. Rev
12、enue was generated from per subscriber licensing fees for applications and per port licensing fees for platforms. BeVocal was privately owned, and had raised $46.7M of financing through two rounds of funding. In Center for Private Equity and Entrepreneurship 2 欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您
13、提供优质的文档！BeVocal, Inc. (A) Case # 5-0002 September 1999, the company had closed a $1.2M Series A funding round from prominent Silicon Valley entrepreneurs and executives. In April 2000, the company had closed a $45.5M in Series B funding from leading Silicon Valley venture capital firms. The total wo
14、rldwide market for speech recognition services delivered via telecommunications carriers, including voice portals, voice activated messaging, and automated directory assistance, was expected to reach over $41 billion by 2005. BeVocals addressable market for carrier-grade voice platforms and applicat
15、ions was expected to grow to $16 billion worldwide by 2005. This predicted growth in demand for voice services was driven in part by the rapid penetration of mobile phone use. In 2000, more than 86M Americans had wireless telephone service. This figure was expected to grow to more than 104M in 2001.
16、 By 2004, more than 1.4 billion people worldwide were expected to access the Web via mobile phones compared to an expected 600M using PCs. Series A Funding In September 1999, BeVocal secured $1.2M in Series A funding ($0.28 / share) from prominent Silicon Valley entrepreneurs and executives (angel i
17、nvestors). The leading investors from this round were Skip Stritter, Charles Corfield and Bob Miller (see Exhibit 2). Stritter was the Chairman of Clarity Wireless (acquired by Cisco), founder and VP of Technology of NeTpower, founder and CTO of MIPS (acquired by SGI), and chief architect of the Mot
18、orola 68000 family of processors. Corfield was the founder and CTO of Frame Technology (acquired by Adobe) and an early investor in Netscape, Infoseek, Liberate, and iBasis. Miller was the founder and Chairman of Slam Dunk Networks, Chairman and CEO of NeTpower and MIPS (acquired by SGI), and the pr
19、ior COO of Data General and Director of IBMs R&D Laboratories in Boulder, CO. Collectively, these investors brought important strengths to the BeVocal team. In particular, they were proven entrepreneurs with multiple start-up successes and more than 25 years of operating experience. They were well r
20、espected by top venture capitalists. In addition, they had played active roles in previous start-ups, providing hands-on help and demonstrating a willingness to mentor and coach the BeVocal founders. Miller in particular had a reputation for focusing on the best interests of the companies in which h
21、e invested and advised. This was especially important to BeVocal given his appointment to the BeVocal Board of Directors. Following the closing of Series A, the founders began to hire their first employees, scaling the company to over a dozen people, almost all engineers. This headcount Center for P
22、rivate Equity and Entrepreneurship 3 欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您提供优质的文档！BeVocal, Inc. (A) Case # 5-0002 growth forced the company to move out of its original offices, located in Trans Palo Alto, CA apartment, to a modest rent-free office space located within Panasonics R&D lab based in M
23、ountain View, CA. The team focused nearly all of its energies building an early production version of its platform and applications software. This early version was debuted in January 2000 at Internet Showcase in Palm Springs, CA, an annual conference demonstrating new and promising technologies fro
24、m both startups and established technology companies. Against a competitive field of over 150 other companies, BeVocal demonstrated its newly developed voice-enabled applications and managed to secure both the Investors Choice and Peoples Choice Awards, two of the three top prizes available at the c
25、onference. In February 2000, based on this success and under the strong guidance of its angel investors, BeVocal set out on its next challenge raising its first institutional round of funding. Series B Funding In April 2000, BeVocal secured $45.5M in Series B funding ($2.95 / share) from leading Sil
26、icon Valley venture capital firms including Mayfield Fund, US Venture Partners, Technology Crossover Ventures, and Trans Cosmos USA (see Exhibit 3 for series B capitalization table). Mayfield was a leading venture firm focused on next-generation technology companies in communications and enterprise
27、software. Since the firms founding in 1969, Mayfield had invested in more than 425 companies taking over 100 public, with these portfolio companies yielding an aggregate market value of over $232 billion. Yogen Dalal, managing general partner at Mayfield, was the main sponsor of BeVocal deal (see Ex
28、hibit 4). Dalal had served as the Chairman of Nuance Communications and was the founder of Claris, Metaphor, and an early contributor to the development of TCP/IP. Technology Crossover Ventures was founded in 1995, and was a provider of growth capital to technology companies. With its crossover-inve
29、sting model, TCV provided funds to expansion and late stage private companies, as well as public companies. Additionally, TCV managed a technology focused public market hedge fund, the TCV Franchise Fund. During its history, TCV had invested in a number of public companies, and over 125 private comp
30、anies, 34 of which had successfully completed their initial public offerings. With over $2.5 billion under management, the firm had twelve partners and was headquartered in Palo Alto, California. Mike Linnert, partner at TCV, was the main proponent of BeVocal at TCV (see Exhibit 4). Linnert had seve
31、ral years of technology finance experience and had previously been an investment banker at Goldman Sachs. Center for Private Equity and Entrepreneurship 4 欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您提供优质的文档！欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您提供优质的文档！BeVocal, Inc. (A) Case # 5-0002 In March 2001, BeVo
32、cal secured Worldcom as a customer for its voice solutions and in April 2001, BeVocal and iBasis expanded the BeVocal Caf to provide local access to VoiceXML developers in Europe. In May 2001, BeVocal formally unveiled the Foundation Platform, an in-network solution for powering enhanced telecom ser
33、vices. Fueled by these accomplishments, in June, BeVocal received the 2001 Titan Award by Wireless Review Magazine for being a leader and innovator in the wireless voice space. By summer 2001, it was apparent that the company was gathering significant momentum and customer traction. In fact, BeVocal
34、 was in the midst of closing contracts with Cingular Wireless and BellSouth Corporation, two additional tier-one telecommunication carriers. These customers, combined with BeVocals prior customer wins, would give the company a market reach extending to over 70M end-user subscribers. Commensurate wit
35、h the growth of BeVocals customer base was the growth in its burn rate. From a modest team of 12 employees just prior to the closing of Series B, the company had grown to a peak of over 160 employees. To accommodate the growth, BeVocal relocated from a 1,200 sq. ft. lab space within Panasonics offic
36、es to a 49,000 sq. ft. office located in Sunnyvale, CA. At the urging of its venture capital board members, BeVocal also embarked on an executive search for a “gray-haired” CEO to place at the helm and lead the company through its next stage of growth. To fund this growth, BeVocal had to also raise
37、another round of financing. Knowing that the climate for raising venture capital had deteriorated significantly since the closing of the Series B round, Tran and Berner had already begun meeting with potential investors as early as February 2001. By May, after meeting with a countless number of vent
38、ure capital firms and strategic corporate investors, BeVocal had managed to amass a small number of investors interested in participating in a Series C round. Given the deteriorating economic environment, however, none were willing to step up to lead the round. At the end of May, the BeVocal managem
39、ent team presented the results of this fundraising effort to the Board of Directors and asked its prior investors, Mayfield, TCV and USVP, to lead the Series C round. Series C Funding In June of 2001, BeVocal received a proposed term sheet from TCV for $10M of funding led by Mayfield, TCV and USVP w
40、ith an additional $10M to be supplied from new external investors. The key terms and conditions of the proposed term sheet are listed in Exhibit 5. Discussions regarding this funding had been in the works for several months, but this was the first actual term sheet that had been Center for Private E
41、quity and Entrepreneurship 6 欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您提供优质的文档！欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您提供优质的文档！BeVocal, Inc. (A) Case # 5-0002 Discussion Questions 1. Determine and be prepared to explain the key differences between the Series C proposed term sheet (see Exhibit 5) and the
42、 Series C Revised Term sheet (see Exhibit 7). 2. In comparing the proposed and revised capitalization tables, why might Bob Miller have been concerned? Whos interests was Miller looking out for (the founders, the employees, Series A investors, Series B investors, or the new outside investors)? Cente
43、r for Private Equity and Entrepreneurship 8 欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您提供优质的文档！BeVocal, Inc. (A) Case # 5-0002 EXHIBIT 1: FOUNDERS1 C. Mikael Berner Berner had extensive experience in developing voice communications solutions for wireless and wireline carriers. He gained this experience
44、while working as the Software Applications Manager at ZSP Corporation, and as a System Architect at Panasonic in Osaka where he worked to develop the systems for PHS - a Japanese digital wireless system. PHS was one of the most successful electronic consumer products in history growing to over 1mill
45、ion units sold 6 months after launch. Berner received his masters degree in Electrical Engineering from Cornell University where he specialized in DSP algorithms. He also earned a bachelors degree in Electrical Engineering from the University of Pittsburgh. Kevin Stone Stone had technical expertise
46、in telecom systems integration, IP telephony, and wireless communications systems design. Stone was a wireless industry veteran and helped design the DSPs for Panasonics best-selling mobile handsets in Japan. Stone honed his technical skills through engineering and product management roles at ZSP Co
47、rporation and as a Senior DSP Design Engineer at Panasonic. Stone received a bachelors degree in Electrical Engineering and Computer Science and a masters degree in Electrical Engineering from the University of California, Berkeley. Steve Tran Tran was one of the founding team members of the Moai Te
48、chnologies, a provider of strategic e-sourcing software solutions to Global 2000 companies. Tran has in-depth experience in investment banking, corporate finance, and mergers and acquisitions (M&A) in the technology sector. He worked as a Senior Manager of Business Development at Cadence Design Syst
49、ems, as the VP of Finance of Moai, and as an M&A Associate at Petrie Parkman & Co. Tran earned an MBA from Dartmouth College, and received his undergraduate bachelors degree at Rice University in Electrical and Computer Engineering. Amol Joshi Amol acquired his industry expertise in corporate market
50、ing, corporate communications, and developer marketing while working as the Asia Sales Manager for Brooktrout Technology, as the Director of Business Development for Asia-Pacific for NeTpower, and as a DSP Research Engineer at Panasonic, where he patented two audio signal processing products. Amol g
51、raduated from Dartmouth 1 BeVocal, Inc. company information Center for Private Equity and Entrepreneurship 9 欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您提供优质的文档！欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您提供优质的文档！BeVocal, Inc. (A) Case # 5-0002 EXHIBIT 2: ANGEL INVESTORS2 Skip Stritter Stritter was an indepen
52、dent investor and advisor to small high-tech startups. In 1998, Stritter founded and served as the Chairman of Clarity Wireless, which was Cisco Systems first major wireless acquisition. At Cisco he was director of business development and technology partnership strategy for the broadband wireless m
53、arket. He previously co-founded MIPS Computer Systems, developer of the first RISC microprocessors. He served as the VP of Engineering at MIPS, and then moved to the role of VP of Development Programs after MIPS was acquired by Silicon Graphics. Prior to founding MIPS, Stritter was the chief archite
54、ct of the Motorola 68000 family of microprocessors. He was also the co-founder and VP of Technology of NeTpower, a manufacturer of Windows NT multiprocessor machines targeted at the digital media and video server markets. Stritter received his bachelors degree in Mathematics from Dartmouth College a
55、nd M.S. and Ph.D. degrees in Computer Science from Stanford University. He serves on the Board of Overseers of The Thayer School of Engineering at Dartmouth College, and on the boards of several high-tech startups. CharlesCorfield Corfield co-founded Frame Technology (producer of FrameMaker software
56、) in 1986 and was its Chief Technology Officer and a member of its board of directors until the company was acquired by Adobe Systems in 1995. He currently serves on the board of directors of two publicly traded technology companies, Liberate (a manufacturer of set-top boxes for interactive televisi
57、on) and iBasis (a global wholesaler of IP telephony services). Corfield was also one of the early investors in Infoseek, Netscape, and Tumbleweed Communications and has been a partner since 1996 at venture capital firms Whitman Capital and Mercury Capital. Corfield attended Cambridge University, whe
58、re he graduated with First Class Honors in Mathematics. Bob Miller Miller is the co-founder and CEO of Slam Dunk Networks, a provider of secure transaction systems for the real-time delivery of business-to-business trading information. He is also the Chairman of Clarity Systems, a startup that provi
59、des Fortune 1000 companies with software and services for integrating back office operations with e-commerce systems. Previously, he was the founder, Chairman, and CEO of NeTpower. Prior to NeTpower, Miller was the Chairman and CEO of MIPS Computer Systems. Miller served on the board of directors of
60、 Silicon 2 BeVocal, Inc. company information Center for Private Equity and Entrepreneurship 11 欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您提供优质的文档！BeVocal, Inc. (A) Case # 5-0002 Graphics after its acquisition of MIPS. Prior to MIPS, he was the COO of Data General and held several executive positions at
61、IBM, including serving as the Director of IBMs Boulder Lab. Miller received his bachelors degree in Physics from Bucknell University and his M.S. in Physics from Stanford University. Center for Private Equity and Entrepreneurship 12 欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您提供优质的文档！BeVocal, Inc. (A) Ca
62、se # 5-0002 EXHIBIT 3: SERIES B INFORMATION General Information: Date Closed: March 2000 (2.5 month fundraising process) Amount Closed: $45.5M Lead Investors: Mayfield, USVP, TCV Other Investors: Transcosmos USA, Angel Investors Key Terms and Conditions: Total: $45.5M ($33.3M from Leads) Pre-Money V
63、alue: $50.0M Liquidation Preference: 1x Purchase Price Anti-Dilution: Broad-based weighted average adjustment Board Representation: 2 Series A; 3 Series B; 2 Common Capitalization Table: Post Money Series APost Money Series BPre-Money Value3,500,000$ 50,000,000$ Amount Raised1,183,016$ 45,523,751$ P
64、ost-Money Value4,683,016$ 95,523,751$ Price Per Share0.28$ 2.95$ Pre MoneySharesPercentageSharesPercentageFounders Common Stock7,500,00044.2%7,500,00022.5%Series A Preferred Stock4,225,05824.9%4,225,05812.7%Series B Preferred Stock00.0%15,431,78046.4%Series C Preferred Stock00.0%00.0%Warrants Total2
65、03,9341.2%1,098,2133.3%Employee Option Pool Total5,025,02529.6%5,025,02515.1%Total16,954,017100.0%33,280,076100.0% Center for Private Equity and Entrepreneurship 13 欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您提供优质的文档！BeVocal, Inc. (A) Case # 5-0002 EXHIBIT 4: VENTURE CAPITAL INVESTORS3 Yogen Dalal - Mana
66、ging Partner, Mayfield Yogen was a Managing Partner at Mayfield and specialized in early-stage Internet infrastructure and B2B and B2C e-commerce investments. He was on the boards of BroadVision (BVSN), Nuance (NUAN), Tibco (TIBX), eTime Capital, eScout, SingleSourceIT, BeVocal, DoughNET, Snapfish,
67、and ThirdVoice. Prior to joining Mayfield, he was a founding member of two successful start-ups, Claris Corporation and Metaphor Computer Systems. A highly respected technologist, Yogen was a member of the original Star and Ethernet development teams at Xerox PARC and helped design TCP/IP while at S
68、tanford. He holds a Ph.D. in Electrical Engineering from Stanford University and a BTech in Electrical Engineering from the Indian Institute of Technology, Bombay. Irwin Federman - General Partner, USVP Irwin joined USVP as a General Partner in April 1990. Previously he was President and CEO of Mono
69、lithic Memories, Inc. MMI was a startling turnaround. Under Irwins leadership, the Company grew from virtual bankruptcy to $250M in revenues during his nine-year tenure as CEO, culminating in a merger with AMD at a valuation of approximately $450M. Irwin was also two-term Chairman of the Semiconduct
70、or Industry Association, has served on the Board of Directors of the National Venture Capital Association and served two terms on the Deans Advisory Board of Santa Clara University. As CEO at Monolithic Memories, Irwin initiated MMI investments in such highly successful venture capital start-ups as
71、Cypress Semiconductor, Xilinx and Altera. As a professional venture capitalist, Irwin was a founding lead investor in Crescendo Communications, Power Integrations, SanDisk, TelCom Semiconductor, Resumix, CheckPoint Software, MMC Networks, Centillium Communications, Netro, Nuance Communications and Q
72、uickLogic. Irwin received a B.S. in Economics from Brooklyn College and was awarded an Honorary Doctorate of Engineering Science from Santa Clara University. Mike Linnert - General Partner, Technology Crossover Ventures Linnert joined TCV as an Associate in 1997 and became a General Partner of the f
73、irm in 1999. He brings over seven years of technology financing experience to TCV. Linnerts focus includes Infrastructure Hardware and eCommerce. He has led or co-led investments in A (sold to NBCi), Alteon WebSystems, Inc., Applied Science Fiction, BeVocal, CacheFlow, Copper Mountain, Encompass (so
74、ld to Yahoo!), HomeGain, MyP, Switchouse and V (sold to 3 BeVocal, Inc. company information Center for Private Equity and Entrepreneurship 14 欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您提供优质的文档！BeVocal, Inc. (A) Case # 5-0002 Expedia). Previously, Linnert spent three years as an investment banker at Gold
75、man Sachs where he worked with technology companies. Linnert also worked as a product manager at 3Com developing advanced products to deliver high-end server connectivity and as manufacturing engineer in Delco Products (a division of General Motors). Linnert received a B.S. in Electrical Engineering
76、 with Highest Honors from the University of Notre Dame and an M.B.A. from the Stanford Graduate School of Business. He is on the Board of Directors of several private companies. Center for Private Equity and Entrepreneurship 15 欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您提供优质的文档！BeVocal, Inc. (A) Case #
77、5-0002 EXHIBIT 5: SERIES C PROPOSED TERM SHEET General Information: Expected Close: August 2001 Expected Amount: $20M (up to $10M to come from new external investors) Pre-Money Value: $80.7M Liquidation Preference: 2x Purchase Price Anti-Dilution: Broad-based weighted average adjustment; pay-to-play
78、 for future rounds Board Representation: 2 Series A; 3 Series B; 1 Common; 1 CEO; 1 outside Key Terms and Conditions: Investment Amount: $20 million Securities: Series C Convertible Preferred Stock - (the “Preferred”) $20 million of Preferred to be authorized and issued in the form of 12,012,012 sha
79、res. Price per Share: $1.665 (the “Original Purchase Price”). The Original Purchase Price represents a fully-diluted pre-money valuation of $80.7 million (after taking into account the adjustments to the Series B Preferred described below). Investors: TCV: $3.3 million; Mayfield: $3.3 million; USVP:
80、 $3.3 million; Other Investors: Up to $10 million Capitalization: The Preferred will represent 19.85% of the total outstanding capitalization of the Company on a fully diluted basis after taking into account the adjustment to the conversion price of the Series B Preferred Stock. Repricing of the Ser
81、ies B Preferred: In connection with the issuance of the Series C Preferred Stock, the conversion price of the Series B Preferred shall be decreased to $1.665 (this also applies to series B warrants). Increase in Option Pool None Center for Private Equity and Entrepreneurship 16 欢迎您阅读并下载本文档，本文档来源于互联网
82、，如有侵权请联系删除！我们将竭诚为您提供优质的文档！BeVocal, Inc. (A) Case # 5-0002 Center for Private Equity and Entrepreneurship 17 欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您提供优质的文档！EXHIBIT 6: SERIES C PROPOSED CAPITALIZATION TABLE Pre Money Valuation$61,097,500$80,737,758Price Per Preferred Share$2.95$1.67Amount Raised$45,52
83、3,751$20,000,000Post Money Valuation$106,621,251$100,737,758# Shares%# Shares%Pro F orma S hareholders E quitySeries A Convertible Preferred4,225,058 11.69%4,225,058 6.98%Series B Convertible PreferredSeries B Preferred15,431,780 42.70%15,431,780 25.51%Series B Repricing Adjustment- 0.00%11,909,813
84、19.68%Series B Anti-Dilution Adjustment- 0.00%- 0.00%Series B Convertible Preferred Total15,431,780 42.70%27,341,593 45.19%Series C Convertible PreferredExisting Series B Investors- 0.00%6,006,006 9.93%New Investors- 0.00%6,006,006 9.93%Series C Convertible Preferred T otal- 0.00%12,012,012 19.85%Fo
85、unders Common7,500,000 20.75%7,500,000 12.40%WarrantsSeries B Warrants568,220 1.57%568,220 0.94%Series B Repricing Adjustment0.00%438,536 0.72%Series B Anti-Dilution Adjustment0.00%0.00%Other Warrants392,714 1.09%392,714 0.65%Warrants960,934 2.66%1,399,470 2.31%Employee Option PoolTranche A5,025,025
86、 13.90%5,025,025 8.31%Tranche B3,000,000 8.30%3,000,000 4.96%Tranche C- 0.00%- 0.00%Employee Option Pool8,025,025 22.20%8,025,025 13.26%Total Common Equivalents36,142,797 100.00%60,503,158 100.00%Original Proposed T ermsSeries CPre-MoneySeries C 欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您提供优质的文档！BeVocal
87、, Inc. (A) Case # 5-0002 EXHIBIT 7: SERIES C REVISED TERM SHEET General Information: Expected Close: August 2001 Expected Amount: $20M (minimum of $10M to come from new external investors) Pre-Money Value: $50M Liquidation Preference: 1x Purchase Price Anti-Dilution: Broad-based weighted average adj
88、ustment; pay-to-play for future rounds Board Representation: 2 Series A; 3 Series B; 1 Common; 1 CEO; 1 outside Key Terms and Conditions: Investment Amount: $20 million Securities: Series C Convertible Preferred Stock - (the “Preferred”) $20 million of Preferred to be authorized and issued in the fo
89、rm of 18,784,323 shares. (this defines the exact $ / share). Price per Share: $1.06 (the “Original Purchase Price”). The Original Purchase Price represents a fully-diluted pre-money valuation of $50,000,000 (after taking into account the adjustments to the Series B Preferred described below). Invest
90、ors: TCV: $3.3 million; Mayfield: $3.3 million; USVP: $3.3 million; Other Investors: Minimum of $10 million Capitalization: The Preferred will represent 28.57% of the total outstanding capitalization of the Company on a fully diluted basis. Increase in Option Pool 6M new shares shale be added to the
91、 employee option pool prior to closing. Center for Private Equity and Entrepreneurship 19 欢迎您阅读并下载本文档，本文档来源于互联网，如有侵权请联系删除！我们将竭诚为您提供优质的文档！EXHIBIT 8: SERIES C REVISED CAPITALIZATION TABLE (TO BE COMPLETED) Pre Money Valuation$61,097,500$50,000,000Price Per Preferred S hare$2.95$1.06Amount Raised$45,52
92、3,751$20,000,000Post Money Valuation$106,621,251$70,000,000# Shares%# Shares%Pro F orma S hareholders E quitySeries A Convertible Preferred4,225,058 11.69%4,225,058 6.43%Series B Convertible PreferredSeries B Preferred15,431,780 42.70%15,431,780 23.47%Series B Repricing Adjustment- 0.00%0.00%Series
93、B Anti-Dilution Adjustment- 0.00%4,533,404 6.90%Series B Convertible Preferred Total15,431,780 42.70%19,965,184 30.37%Series C Convertible PreferredExisting Series B Investors- 0.00%9,392,161 14.29%New Investors- 0.00%9,392,161 14.29%Series C Convertible Preferred T otal- 0.00%18,784,323 28.57%Found
94、ers Common7,500,000 20.75%7,500,000 11.41%WarrantsSeries B Warrants568,220 1.57%568,220 0.86%Series B Repricing Adjustment0.00%0.00%Series B Anti-Dilution Adjustment0.00%284,605 0.43%Other Warrants392,714 1.09%392,714 0.60%Warrants960,934 2.66%1,245,539 1.89%Employee Option PoolTranche A5,025,025 13.90%5,025,025 7.64%Tranche B3,000,000 8.30%3,000,000 4.56%Tranche C- 0.00%6,000,000 9.13%Employee Option Pool8,025,025 22.20%14,025,025 21.33%Total Common Equivalents36,142,797 100.00%65,745,129 100.00%Final TermsSeries CSeries CPre-Money
