⚖️ Professional Term Sheet Template
An elegant, court-style term sheet template for sophisticated investment negotiations. This professionally formatted document provides a distinguished foundation for equity investment discussions with enhanced PDF output quality.
📚 Professional Document Guidelines
- Golden highlighted areas are customizable fields requiring your input
- Company Details: Complete all company and investor information accurately
- Financial Terms: Ensure all valuations and investment amounts are correct
- Legal Review: Always have qualified legal counsel review before execution
- PDF Quality: Enhanced rendering for professional presentation without cutoffs
- Court Style: Formatted to meet professional legal document standards
Location: [City, State]
Company Information
| Company: | [Company Name], a [State] corporation |
| Business Description: | [Detailed description of company\'s business, products, and services] |
| Incorporation Date: | [Date of Incorporation] |
| Target Closing Date: | July 10, 2025 |
Investment Parties
| Lead Investor: | [Lead Investor Name and Entity Type] |
| Co-Investors: | [List of other participating investors] |
| Total Investors: | [Number of total investors] |
Investment Terms & Valuation
| Security Type: | Series A Preferred Stock ("Series A Preferred") |
| Total Investment Amount: | $[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 Preferred Shares] shares of Series A Preferred |
| Investor Ownership %: | [Ownership Percentage]% |
Capitalization Table
| Common Stock (pre-financing): | [Number] shares |
| Series A Preferred Stock: | [Number] shares |
| Employee Option Pool: | [Percentage]% of post-financing shares reserved |
| Fully Diluted Shares: | [Total Number] shares |
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.
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] 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 |
Protective Provisions
So long as at least [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 $[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
Information Rights
The Company will provide investors with standard information rights including:
- Monthly financial statements within fifteen (15) days of month end
- Annual financial statements (audited) within ninety (90) days of year end
- Annual budget and business plan at least thirty (30) days before fiscal year end
- Reasonable access to Company books and records during business hours
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) |
Transfer Rights
Drag-Along Rights:
Standard drag-along rights in favor of investors and management for any sale of the Company.
Tag-Along Rights:
Standard tag-along rights in favor of investors for any sale of Common Stock by founders or management.
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.
Employee Stock Option Plan
| Option Pool Size: | [Percentage]% of post-financing Common Stock on a fully diluted basis |
| Vesting Schedule: | Standard 4-year vesting with 1-year cliff for all employees |
| Acceleration Provisions: | Double-trigger acceleration for key employees upon change of control |
| Exercise Period: | 90 days post-termination for vested options |
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
Legal Expenses & Fees
The Company will bear its own legal and other transaction expenses, and will reimburse investors\' reasonable legal expenses up to $[Amount].
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.
Exclusivity & Expiration
The Company agrees to work exclusively with the investors for a period of [Number] days from the date hereof. This term sheet expires on [Expiration Date] if not accepted by that date.