inse风险投资协议(英文版)

2021年1月22日发(作者：supplies)













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).


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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.

This
Term
Sheet
shall be governed in all respects by the laws of the [State of Delaware].

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:

Pre-Financing
Post-Financing
Investors:
Capitalization:



1

Modify this provision to account for staged investments or investments dependent on the achievement of
milestones by the Company.
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Security
Common
–
Founders

Common
–
Employee Stock Pool

Issued

Unissued

[Common
–
Warrants]

Series A Preferred

Total


Dividends:
# of Shares


%


# 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
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Liquidation Preference:

In the event of any liquidation, dissolution or winding 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 Series A 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
Original
Purchase
Price
[plus
accrued
dividends]
[plus
declared and unpaid dividends] on each share of Series A Preferred.
Thereafter,
the
Series A
Preferred
participates
with
the
Common
Stock on an as-converted basis.]
[
Alternative
3
(cap
on
Preferred
Stock
participation
rights)
:

First
pay [one] times the Original Purchase Price [plus accrued dividends]
[plus
declared
and
unpaid
dividends]

on
each
share
of
Series A
Preferred. Thereafter, Series A Preferred participates with Common
Stock
on
an
as-converted
basis

until
the
holders
of
Series A
Preferred
receive
an
aggregate
of

[_____]
times
the
Original
Purchase Price.]
A merger or consolidation (other than one in which stockholders of
the
Company
own
a
majority
by
voting
power
of
the
outstanding
shares
of
the
surviving
or
acquiring
corporation)
and
a
sale,
lease,
transfer or other disposition of all or substantially all of the assets of
the
Com
pany
will
be
treated
as
a
liquidation
event
(a
“
Deemed
Liquidation Event
”), thereby triggering payment of the liquidation
preferences
described
above
[unless
the
holders
of
[___]%
of
the
Series A Preferred elect otherwise].
Voting Rights:
The Series A Preferred Stock shall vote together with the Common
Stock on an as-converted basis, and not as a separate class, except
(i)
the
Series
A
Preferred
as
a
class
shall
be
entitled
to
elect
[_______] [(_)] members of the Board (the “
Series A Directors
”),
(ii)
as
provided
under
“Protective
Provisions”
below
or
(iii)
as
required by law.
The Company’s Certificate of
Incorporation will
provide that the number of authorized shares of Common Stock may
be
increased
or
decreased
with
the
approval
of
a
majority
of
the
Preferred and Common Stock, voting together as a single class, and
without a separate class vote by the Common Stock.
4



For California corporations, one cannot “opt out” of the statutory requirement of a s
eparate class vote by
Common Stockholders to authorize shares of Common Stock.
4
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Protective Provisions:
So long as

[
insert fixed number, or %, or “any”
] shares of Series A
Preferred are outstanding, the Company will not, without the written
consent of the holders of at least [__]% of the Company’s Series A
Preferred,
either
directly
or
by
amendment,
merger,
consolidation,
or otherwise:
(i) liquidate, dissolve or wind-up the affairs of the Company, or
effect any Deemed Liquidation Event; (ii) amend, alter, or repeal
any provision of the Certificate of Incorporation or Bylaws [in a
manner
adverse
to
the
Series
A
Preferred];
5
(iii) create
or
authorize the creation of or issue any other security convertible
into
or
exercisable
for
any
equity
security,
having
rights,
preferences or privileges senior to

or on parity with the Series A
Preferred, or increase the authorized number of shares of Series
A Preferred; (iv) purchase or redeem or pay any dividend on any
capital
stock
prior
to
the
Series
A
Preferred,
[other
than
stock
repurchased from former employees or consultants in connection
with the cessation of their employment/services, at the lower of
fair market value or cost;] [other than as approved by the Board,
including
the
approval
of
[_____]
Series
A
Director(s)];
or
(v) create
or
authorize
the
creation
of
any
debt
security
[if
the
Company’s aggregate indebtedness would exceed $$[____][other
than
equipment
leases
or
bank
lines
of
credit][other
than
debt
with no equity feature][unless such debt security has received the
prior approval of the Board of Directors, including the approval
of [________] Series A Director(s)]; (vi) increase or decrease the
size of the Board of Directors.
Optional Conversion:
The
Series
A
Preferred
initially
converts
1:1
to
Common
Stock
at
any
time
at
option
of
holder,
subject
to
adjustments
for
stock
dividends, splits, combinations and similar events and as described
below under “Anti
-
dilution Provisions.”

In
the
event
that
the
Company
issues
additional
securities
at
a
purchase
price
less
than
the
current
Series
A
Preferred
conversion
price, such conversion price shall be adjusted in accordance with the
following formula:
[
Alternative 1:
“Typical” weighted average:

CP
2
= CP
1
* (A+B) / (A+C)

Anti-dilution Provisions:


Note
that
as
a
matter
of
background
law,
Section
242(b)(2)
of
the
Delaware
General
Corporation
Law
provides that if any proposed charter amendment would adversely alter the rights, preferences and powers of one series
of Preferred Stock, but not similarly adversely alter the entire class of all Preferred Stock, then the holders of that series
are entitled to a separate series vote on the amendment.
5
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CP
2

=
New Series A Conversion Price
CP
1

=
Series
A
Conversion
Price
in
effect
immediately
prior to new issue
A
=
Number
of
shares
of
Common
Stock
deemed
to
be
outstanding immediately prior to new issue (includes
all shares of outstanding common stock, all shares of
outstanding preferred stock on an as-converted basis,
and all outstanding options on an as-exercised basis;
and
does
not
include
any
convertible
securities
converting into this round of financing)
B
=
Aggregate consideration received by the Corporation
with respect to the new issue divided by CP
1

C
=
Number
of
shares
of
stock
issued
in
the
subject
transaction]



[
Alternative 2:
Full- ratchet
–
the conversion price will be reduced to
the price at which the new shares are issued.]
[
Alternative 3
:
No price-based anti-dilution protection.
]
The following issuances shall not trigger anti- dilution adjustment:
6

(i) securities
issuable
upon
conversion
of
any
of
the
Series
A
Preferred,
or
as
a
dividend
or
distribution
on
the
Series
A
Preferred;
(ii) securities
issued
upon
the
conversion
of
any
debenture,
warrant,
option,
or
other
convertible
security;
(iii) Common Stock issuable upon a stock split, stock dividend,
or any subdivision of shares of Common Stock; and (iv) shares
of
Common
Stock
(or
options
to
purchase
such
shares
of
Common Stock) issued or issuable to employees or directors of,
or consultants to, the Company pursuant to any plan approved by
the Company’s Board of Directors [including at least [_______]
Series
A
Director(s)]
[(v) shares
of
Common
Stock
issued
or
issuable
to
banks,
equipment
lessors
pursuant
to
a
debt
financing, equipment leasing or real property leasing transaction
approved
by
the
Board
of
Directors
of
the
Corporation
[,
including at least [_______] Series A Director(s)].
Mandatory Conversion:
Each
share
of
Series
A
Preferred
will
automatically
be
converted
into
Common
Stock
at
the
then
applicable
conversion
rate
in
the
event
of
the
closing
of
a
[firm
commitment]
underwritten
public
offering
with
a
price
of
[___]

times
the
Original
Purchase
Price
(subject to adjustments for stock dividends, splits, combinations and
similar events) and [net/gross] proceeds to the Company of not less

Note that additional exclusions are frequently negotiated, such as issuances in connection with equipment
leasing and commercial borrowing.
6


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