NVCA-Model-Term-Sheet-1法律英语

1、This sample document is the work product of a national coalition of attorneys who specialize in venture capital financings, working under the auspices of the NVCA. 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 document presents an array of (often mutually exclusive) options with respect to particular deal

2、provisions. TERM SHEETPRELIMINARY NOTETHIS 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 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 NECES

3、SITY 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).Last Updated January 2019TERM SHEETFOR SERIES A PREFERRED STOCK FINANCING OFINSERT COMPANY NAME, INC. _, 20_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

4、 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. Thi

5、s Term Sheet shall be governed in all respects by the laws of _the . The choice of law governing a term sheet can be important because in some jurisdictions a term sheet that expressly states that it is nonbinding may nonetheless create an enforceable obligation to negotiate the terms set forth in the term sheet in good faith. Compare SIGA Techs., Inc. v. PharmAthene, Inc., Case No. C.A. 2627 ( (Del. Supreme Court May 24, 2013) (holding that where parties agreed to negotiate in good faith in acc

6、ordance with a term sheet, that obligation was enforceable notwithstanding the fact that the term sheet itself was not signed and contained a footer on each page stating “Non Binding Terms”); EQT Infrastructure Ltd. v. Smith, 861 F. Supp. 2d 220 (S.D.N.Y. 2012); Stanford Hotels Corp. v. Potomac Creek Assocs., L.P., 18 A.3d 725 (D.C. App. 2011) with Rosenfield v. United States Trust Co., 5 N.E. 323, 326 (Mass. 1935) (“An agreement to reach an agreement is a contradiction in terms and imposes no o

7、bligation on the parties thereo.”); Martin v. Martin, 326 S.W.3d 741 (Tex. App. 2010); Va. Power Energy Mktg. v. EQT Energy, LLC, 2012 WL 2905110 (E.D. Va. July 16, 2012). As such, because a “nonbinding” term sheet governed by the law of a jurisdiction such as Delaware, New York or the District of Columbia may in fact create an enforceable obligation to negotiate in good faith to come to agreement on the terms set forth in the term sheet, parties should give consideration to the choice of law se

8、lected to govern the term sheet.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 (_%), $_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 prov

9、ision to account for staged investments or investments dependent on the achievement 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 $_ (including an employee pool representing _% of the fullydiluted post-money capitalization). Capitalization:The Companys capital structure before and after the Closing is set forth on Exhibit A.CHARTER The Charter (Certificate of Incorporation) is a public document, filed with the Secretary of State of the state in which the company is incorporated, th

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