barca风险投资协议TERM SHEET(英文版)

2021年1月22日发(作者：耶卡斯)

This
sample
document
is
the
work
product
of
a
coalition
of
attorneys
who
specialize
in
venture capital financings, working under the auspices of the NVCA. See the NVCA website
for a list
of the Working
Group members.
This document is intended to
serve
as a starting
point only, and should be tailored to meet your specific requirements. This document should
not
be
construed
as
legal
advice
for
any
particular
facts
or
circumstances.

Note
that
this
sample presents an array of (often mutually exclusive) options with respect to particular deal
provisions.






Last updated on January 7, 2004








TERM SHEET

Preliminary Notes


This Term Sheet maps to the NVCA model documents, and for convenience the provisions are
grouped according to the particular model document in which they may be found. Although this
Term Sheet is perhaps somewhat longer than 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).



2

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
commitment
to
invest,
and
is
conditioned
on
the
completion
of
due
diligence, legal review and documentation that is satisfactory to the Investors.



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
]

Investor No. 1: [_______] shares ([__]%), $$[_________]
Investor No. 2: [_______] shares ([__]%), $$[_________]
[as well other investors mutually agreed upon by Investors and the
Company]
Amount Raised:
Price Per Share:
Pre- Money Valuation:
$$[________], [including $$[________] from the conversion of
principal [and interest] on bridge notes].
1

$$[________] per share (based on the capitalization of the Company
set forth below) (the “
Original Purchase Price
”).

The Original Purchase Price is based upon a fully-diluted pre-money
valuation
of
$$[_____]
and
a
fully-diluted
post-money
valuation
of
$$[______]
(including
an
employee
pool
representing
[__]%
of
the
fully-diluted post-money capitalization).
The Company’s capital structure before and after the Closing is set
forth below:

Investors:
Capitalization:



Modify this provision to account for staged investments or investments dependent on the achievement of
milestones by the Company.
1

3

Security
Common
–
Founders

Common
–
Employee Stock Pool

Issued

Unissued

[Common
–
Warrants]

Series A Preferred

Total


Dividends:
Pre-Financing
# of Shares
%




Post- Financing
# of Shares
%







CHARTER
2










[
Alternative 1:
Dividends will be paid on the Series A Preferred on
an as- converted basis when, as, and if paid on the Common Stock]
[
Alternative 2
: Non- cumulative dividends will be paid on the Series
A Preferred in
an
amount
equal
to
$$[_____] per share of Series
A
Preferred when and if declared by the Board.]
[
Alternative 3:
The Series A Preferred will carry an annual [__]%
cumulative
dividend
[compounded
annually],
payable
upon
a
liquidation or redemption. For any other dividends or distributions,
participation with Common Stock on an as-converted basis.]
3




The Charter is a public document, filed with the [Delaware] Secretary of State, that establishes all of the
rights, preferences, privileges and restrictions of the Preferred Stock.
Note that if the Preferred Stock does not have
rights, preferences, and privileges materially superior to the Common Stock, then (after Closing) the Company cannot
defensibly grant Common Stock options priced at a discount to the Preferred Stock.
2

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 common shares valued at fair market value. The
latter are referred to as “PIK” (payment
-in-kind) dividends.
3

4