风险投资协议(英文版).doc

1、TERM SHEETPRELIMINARY NOTESTHIS 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 TYPICAL VC TERM SHEET, THE AIM IS TO PROVIDE A

2、 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 DE

3、AL TERMS PRIOR TO EXECUTION OF THE FINAL DOCUMENTS).TERM SHEETFOR SERIES A PREFERRED STOCK FINANCING OFINSERT 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

4、 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 obligatio

5、ns 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. This Term Sheet shall be governed in a

6、ll respects by the laws of the State of Delaware.Offering TermsClosing Date:As soon as practicable following the Companys acceptance of this Term Sheet and satisfaction of the Conditions to Closing (the “Closing”). provide for multiple closings if applicableInvestors:Investor No. 1: _ shares (_%), $

7、_Investor No. 2: _ shares (_%), $_as well other investors mutually agreed upon by Investors and the CompanyAmount Raised:$_, including $_ from the conversion of principal and interest on bridge notes. Modify this provision to account for staged investments or investments dependent on the achievement

8、 of milestones by the Company.Price Per Share:$_ per share (based on the capitalization of the Company set forth below) (the “Original Purchase Price”).Pre-Money Valuation:The Original Purchase Price is based upon a fully-diluted pre-money valuation of $_ and a fullydiluted post-money valuation of $

9、_ (including an employee pool representing _% of the fullydiluted post-money capitalization). Capitalization:The Companys capital structure before and after the Closing is set forth below:Pre-FinancingPost-FinancingSecurity# of Shares%# of Shares%Common FoundersCommon Employee Stock PoolIssuedUnissu

10、edCommon WarrantsSeries A Preferred TotalCHARTER 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

11、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.Dividends:Alternative 1: Dividends will be paid on the Series A Preferred on an asconverted basis when, as, and if paid on the

12、 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

13、a liquidation or redemption. For any other dividends or distributions, participation with Common Stock on an as-converted basis. 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

14、 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. Liquidation Preference:In the event of any liquidation, dissolution or wi

15、nding up of the Company, the proceeds shall be paid as follows:Alternative 1 (non-participating Preferred Stock): First pay one times the Original Purchase Price plus accrued dividends plus declared and unpaid dividends on each share of SeriesA Preferred. The balance of any proceeds shall be distributed to holders of Common Stock.Alternative 2 (full participating Preferred Stock): First pay one times the Origin