私募股權投資條款清單termsheet-文庫吧在線文庫

　　

【正文】 t is perhaps somewhat longer than 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 course there have been no changes to the material deal terms prior to execution of the final documents). Last updated April 2021 3 TERM 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 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 whether 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 mitment to invest, and is conditioned on the pletion of due diligence, legal review and documentation that 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 Terms Closing Date: As soon as practicable following the Company’s acceptance of this Term Sheet and satisfaction of the Conditions to Closing (the “Closing”). [provide for multiple closings if applicable] Investors: Investor No. 1: [_______] shares ([__]%), $[_________] Investor No. 2: [_______] shares ([__]%), $[_________] [as well other investors mutually agreed upon by Investors and the Company] Amount Raised: $[________], [including $[________] from the conversion of principal [and interest] on bridge notes].1 Price Per Share: $[________] per share (based on the capitalization of the Company set forth below) (the “Original Purchase Price”). PreMoney Valuation: The Original Purchase Price is based upon a fullydiluted premoney valuation of $[_____] and a fullydiluted postmoney valuation of $[______] (including an employee pool representing [__]% of the fullydiluted postmoney capitalization). Capitalization: The Company’s capital structure before and after the Closing is set forth on Exhibit A. 1 Modify this provision to account for staged investments or investments dependent on the achievement of milestones by the Company. Last updated April 2021 4 CHARTER2 Dividends: [Alternative 1 : Dividends will be paid on the Series A Preferred only on an asconverted basis when, as, and if paid on the Common Stock.] [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 asconverted basis.] 3 Liquidation Preference: In the event of any liquidation, dissolution or winding up of the Company, the proceeds shall be paid as follows: [Alternative 1 (nonparticipating 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 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 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 asconverted basis.] [Alternative 3 (cap on Preferred Stock participation 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 asconverted 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 been converted to Common Stock immediately prior to such liquidation.] 2 The Charter is a public document, filed with the [Delaware] Secretary of State, which establishes all of the rights, preferences, privileges and restrictions of the Preferred Stock. 3 In some cases, accrued and unpaid dividends are payable on conversion as well as upon a liquidation event. Most typically, however, dividends are not paid if the preferred is converted. Another alternative is to give the Company the option to pay accrued and unpaid dividends in cash or in mon shares valued at fair market value. The latter are referred to as “PIK” (paymentinkind) dividends. Last updated April 2021 5 A merger or consolidation (other than one in which stockholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) and a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company wi