This Term Sheet (“Term Sheet”) is entered into on [Date], by and between [Company Name], a [State/Country] corporation (the “Company”), and [Investor Name], a [State/Country] individual/entity (the “Investor”).
1. Investment Amount and Valuation
1.1 Investment Amount:
- The Investor agrees to invest [Amount] in the Company (the “Investment”).
1.2 Valuation:
- The pre-money valuation of the Company is [Pre-Money Valuation].
- The post-money valuation is calculated as the sum of the pre-money valuation and the investment amount.
2. Securities
2.1 Securities Offered:
- The Company agrees to issue [Type of Securities] to the Investor.
2.2 Conversion:
- The securities will convert into common shares at the next equity financing round at a discount rate of [Discount Rate] or at a valuation cap of [Valuation Cap], whichever is more favorable to the Investor.
3. Investor Rights
3.1 Board Representation:
- The Investor will have the right to appoint one member to the Company’s board of directors.
3.2 Information Rights:
- The Company agrees to provide regular financial and operational reports to the Investor.
4. Protective Provisions
4.1 Major Decisions:
- The Investor will have approval rights on certain major decisions, including but not limited to changes in the Company’s capitalization, mergers, and acquisitions.
5. Terms of Future Financing
5.1 Right of First Refusal (ROFR):
- The Investor will have a right of first refusal to participate in any future equity financings to maintain its ownership percentage.
5.2 Anti-Dilution Protection:
- The Investor will be protected by standard weighted average anti-dilution provisions in the event of a down round.
6. Conditions Precedent
6.1 Due Diligence:
- The Investment is subject to satisfactory completion of due diligence by the Investor.
6.2 Legal Documentation:
- The parties agree to negotiate and execute definitive legal documentation, including but not limited to an investment agreement and subscription agreement.
7. Confidentiality
7.1 Non-Disclosure:
- Both parties agree to keep confidential all non-public information received during the negotiation process.
8. Exclusivity
8.1 Exclusive Negotiation:
- The parties agree to negotiate exclusively with each other for a period of [Exclusive Period].
9. Governing Law
9.1 Governing Law:
- This Term Sheet is governed by and construed in accordance with the laws of Florida United State of America
IN WITNESS parties hereto have executed this Term Sheet as of the date first above written.
Nat’ral Glo By: ____________________________ [Authorized Signatory] [Investor Name] By: ____________________________ [Authorized Signatory]
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