TERMS FOR PRIVATE PLACEMENT OF SERIES SEED PREFERRED STOCK OF [Insert Company Name], INC. [Date]
The following is a summary of the principal terms with respect to the proposed Series Seed Preferred Stock financing of [___________], Inc., a [Delaware] corporation (the “Company”). Except for the section entitled “Binding Terms,” such summary of terms does not constitute a legally binding obligation. Any other legally binding obligation will only be made pursuant to definitive agreements to be negotiated and executed by the parties.
Offering Terms Securities to Issue: Shares of Series Seed Preferred Stock of the Company (the “Series Seed”).
Price Per Share: Price per share (the “Original Issue Price”), based on a pre-money valuation of $[____], including an available option pool of [___]%.
Documentation: Documents will be identical to the Series Seed Preferred Stock documents published at www.serieseed.com, except for the modifications set forth in this Term Sheet.
Financial Information:Purchasers who have invested at least [$________] (“Major Purchasers”) will receive standard information and inspection rights and management rights letter.
Participation Right: Major Purchasers will have the right to participate on a pro rata basis in subsequent issuances of equity securities.
Board of Directors: [___] directors elected by holders of a majority of common stock, [__] elected by holders of a majority of Series Seed and [___] elected by mutual consent.
Expenses: Company to reimburse counsel to Purchasers for a flat fee of $10,000.
Future Rights: The Series Seed will be given the same rights as the next series of Preferred Stock (with appropriate adjustments for economic terms).
Key Holder Matters Each Key Holder shall have four years vesting beginning [_______]. Full acceleration upon “Double Trigger.” Each Key Holder shall have assigned all relevant IP to the Company prior to closing.