The Venture Capital Term Sheet is a crucial preliminary document used when a venture capital firm is preparing to invest in a company. It represents the first formal documentation of the proposed investment terms and conditions. While most provisions in the term sheet are non-binding under U.S. law, they form the basis for negotiation and the preparation of definitive agreements. The document typically covers key aspects such as valuation, investment amount, investor rights, governance provisions, and exit mechanisms. Term Sheets are particularly important in venture capital transactions as they help align expectations and reduce the time and cost of preparing final documentation.
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1. Overview: Key terms summary including investment amount, valuation, and security type
2. Investment Terms: Detailed terms of the investment including price per share and total shares
3. Investor Rights: Rights granted to investors including information rights and board representation
4. Voting Rights: Voting arrangements and protective provisions
5. Exit Rights: Provisions regarding liquidity events and exit scenarios
1. Employee Option Pool: Details of employee stock option pool, to be included when new option pool is being created or modified
2. Anti-dilution Provisions: Protection against future down rounds, included when investors require specific dilution protection
3. Right of First Refusal: Rights to purchase shares before third parties, included when controlling future share transfers is important
1. Cap Table: Current and post-investment capitalization table
2. Pro Forma Financials: Financial projections and current financial statements
3. Use of Proceeds: Detailed breakdown of how investment funds will be used
4. Key Employee Agreements: Summary of key employment terms and agreements
Relevant legal definitions
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