📋 Term Sheet Template

COMPANY INFORMATION

Company:	[Company Name], a [State] corporation
Business:	[Brief description of company's business and products/services]
Closing Date:	[Target closing date]

INVESTORS

Lead Investor:	[Lead Investor Name and Entity Type]
Other Investors:	[List of other participating investors]

INVESTMENT TERMS

Security:	Series A Preferred Stock ("Series A Preferred")
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:	[Number of Preferred Shares] shares of Series A Preferred

CAPITALIZATION

Common Stock (pre-financing):	[Number] shares
Series A Preferred:	[Number] shares
Option Pool:	[Percentage]% of post-financing shares reserved for employee options

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

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
• Annual financial statements (audited)
• Annual budget and business plan
• Access to Company books and records

REGISTRATION RIGHTS

Demand Registration:	[Number] demand registration rights
Piggyback Registration:	Standard piggyback registration rights
S-3 Registration:	Unlimited S-3 registration rights (if available)
Registration Expenses:	Company bears all registration expenses (except underwriting fees)

DRAG-ALONG/TAG-ALONG RIGHTS

Standard drag-along rights in favor of investors and management, and tag-along rights in favor of investors.

RIGHT OF FIRST REFUSAL

Investors will have a right of first refusal on future equity financings of the Company.

EMPLOYEE STOCK OPTION PLAN

Option Pool:	[Percentage]% of post-financing Common Stock
Vesting:	Standard 4-year vesting with 1-year cliff
Acceleration:	Double-trigger acceleration for key employees

CONDITIONS TO CLOSING

• Completion of due diligence to investors' satisfaction
• Execution of definitive financing documents
• Board approval and stockholder approval
• Updated Articles of Incorporation and Bylaws
• Key employee employment agreements
• Investor rights agreement and other ancillary documents

EXPENSES

The Company will bear its own legal and other expenses, and will pay investors' legal expenses up to $[Amount].

CONFIDENTIALITY

This term sheet and all related discussions are confidential. This term sheet is non-binding except for the confidentiality and expense provisions.

EXPIRATION

This term sheet expires on [Expiration Date] if not accepted by that date.