1. COMPANY INFORMATION

Company:	[Company Name], a [State] corporation
Business Description:	[Description of company's business, products, and services]
Incorporation Date:	[Date of Incorporation]
Target Closing Date:	[Target Closing Date]

2. INVESTMENT PARTIES

Lead Investor:	[Lead Investor Name and Entity Type]
Co-Investors:	[List of other participating investors]
Total Investment Amount:	$[Investment Amount]

3. INVESTMENT TERMS & VALUATION

Security Type:	Series A Preferred Stock ("Series A Preferred")
Total Investment Amount:	$[Total Investment Amount]
Pre-Money Valuation:	$[Pre-Money Valuation]
Post-Money Valuation:	$[Post-Money Valuation]
Price Per Share:	$[Price Per Share]
Number of Shares Issued:	[Number of Shares] shares of Series A Preferred
Investor Ownership %:	[Ownership Percentage]%

4. CAPITALIZATION TABLE

Common Stock (pre-financing):	[Number of Common Shares] shares
Series A Preferred Stock:	[Number of Series A Shares] shares
Employee Option Pool:	[Option Pool Percentage]% of post-financing shares reserved
Fully Diluted Shares:	[Total Fully Diluted Shares] shares

5. RIGHTS AND PREFERENCES

Dividend Provisions:

Series A Preferred will be entitled to receive dividends at the rate of [Dividend Rate]% of the original purchase price per annum, when and if declared by the Board of Directors.

Liquidation Preference:

In the event of any liquidation, dissolution, or winding up of the Company, the Series A Preferred will receive a liquidation preference of [1x-3x] times the original purchase price plus declared but unpaid dividends.

Conversion Rights:

Each share of Series A Preferred is convertible at the option of the holder into one share of Common Stock, subject to adjustment for stock splits, stock dividends, and similar events.

Anti-Dilution Provisions:

Series A Preferred will have [weighted average/full ratchet] anti-dilution protection in the event of future issuances at a lower price.

6. VOTING RIGHTS & GOVERNANCE

Series A Preferred will vote together with Common Stock on an as-converted basis, except for certain matters requiring separate class approval.

Board of Directors:

Board Composition:	[Number of Directors] member board
Investor Directors:	[Number] directors designated by Series A Preferred holders
Common Directors:	[Number] directors designated by Common Stock holders
Independent Director:	[Number] independent director(s) mutually agreed upon

7. PROTECTIVE PROVISIONS

So long as at least [Threshold Percentage]% of the Series A Preferred remains outstanding, consent of the Series A Preferred holders will be required for:

• Any amendment to the Company's charter or bylaws
• Issuance of equity securities (subject to exceptions)
• Incurrence of debt exceeding $[Debt Threshold Amount]
• Sale, lease, or licensing of material assets
• Approval of annual budget and business plan
• Changes to the size or composition of the Board
• Payment of dividends on Common Stock
• [Additional Protective Provisions]

8. INFORMATION RIGHTS

The Company will provide investors with standard information rights including:

• Monthly financial statements within [Number] days of month end
• Annual financial statements (audited) within [Number] days of year end
• Annual budget and business plan at least [Number] days before fiscal year end
• Reasonable access to Company books and records during business hours
• [Additional Information Rights]

9. REGISTRATION RIGHTS

Demand Registration:	[Number] demand registration rights
Piggyback Registration:	Standard piggyback registration rights on all public offerings
S-3 Registration:	Unlimited S-3 registration rights (if available and applicable)
Registration Expenses:	Company bears all registration expenses (except underwriting discounts and commissions)

10. TRANSFER RIGHTS

Drag-Along Rights:

Standard drag-along rights in favor of investors and management for any sale of the Company approved by [Threshold Percentage]% of the Series A holders.

Tag-Along Rights:

Standard tag-along rights in favor of investors for any sale of Common Stock by founders or management exceeding [Threshold Amount] shares.

Right of First Refusal:

Investors will have a right of first refusal on future equity financings of the Company, pro rata to their ownership percentage.

11. EMPLOYEE STOCK OPTION PLAN

Option Pool Size:	[Pool Percentage]% of post-financing Common Stock on a fully diluted basis
Vesting Schedule:	Standard [Vesting Period]-year vesting with [Cliff Period]-year cliff for all employees
Acceleration Provisions:	[Single/Double]-trigger acceleration for key employees upon change of control
Exercise Period:	[Exercise Period] days post-termination for vested options

12. CONDITIONS PRECEDENT TO CLOSING

• Completion of legal, financial, and business due diligence to investors' satisfaction
• Execution of definitive financing documents acceptable to all parties
• Board of Directors approval and requisite stockholder approval
• Updated Articles of Incorporation and Amended Bylaws
• Employment agreements with key management personnel
• Investor rights agreement and voting agreement
• Opinion of Company counsel regarding corporate matters
• Insurance policies as reasonably required by investors
• [Additional Closing Conditions]

13. LEGAL EXPENSES & FEES

The Company will bear its own legal and other transaction expenses, and will reimburse investors' reasonable legal expenses up to $[Legal Expense Cap].

14. CONFIDENTIALITY & BINDING PROVISIONS

This term sheet and all related discussions are confidential and proprietary. This term sheet is non-binding except for the confidentiality, exclusivity, and expense reimbursement provisions contained herein.

15. EXCLUSIVITY & EXPIRATION

The Company agrees to work exclusively with the investors for a period of [Exclusivity Period] days from the date hereof. This term sheet expires on [Expiration Date] if not accepted by that date.