投资合作意向书TERMSHEET样本.doc

vcinvestment termsheet20xx0101xxxx () /ceo 5,000,000 50%/cto 3,000,000 30%/coo 2,000,000 20%- 10,000,000 100% / vc ()lead investor) 150 100 - 250a250a 80 55 45 45 25 250350a0.29741.671,764,706153aa 5,000,000 27.63% 3,000,000 16.58% 2,000,000 11.05% 1,764,706 8.75%a 5,042,017 25.00%a 3,361,345 16.67%- 20,168,067 100%aa2010npatifrsifrs2010201015020102010= 2010 / 2010a1aaaaaaratchet (capital event)1. 2. 50003. 2000 (put option)48a- - a1a10230irr36aa130irr2a2512a30irr ratchetaa1:1aaaaratcheta20i) ii) aaaa (drag along)xxaa53a231(a) (b) xx(c) yy(d) (e) (f) (g) (h) (i) ceocoocfo(j) (k) (l) 2012100ainformation rightinspection rightdemand registration rightpiggyback registration rightpre-emptive rights to new issuanceright of first refusaltag-along rightipotermsheet-2008312*2008312 27 13 200819,000,000,200929,000,000 200819,000,000200929,000,000 200823.9294%1900/ 200923.9294%2900/ 200819,000,000200929,000,000 2008200929000,000 22008312 1010 1015880 2011430 1 2 12011430 220 3 3 2008312 2 * 2 4 1 2 3 4 5 6 7 42008312 30 45 120 /30 30 1 / 2 100 3 29292929 4 5 10 6 5001000 7 8 9 10 11 5 termsheet()term sheet and satisfaction of the conditions to closing (theclosing). provide for multiple closings if applicableinvestor no. 1: _ shares (_%), $_investor no. 2: _ shares (_%), $_as well other investors mutually agreed upon by investors and theamount raised:price per share:valuation of $_ and a fully-diluted post-money valuation of$_ (including an employee pool representing _% of thefully-diluted post-money capitalization).forth below:pre-financing post-financing investors: capitalization:securityissuedunissuedseries a preferredtotaldividends: # of shares % # of shares % 2 alternative 1: dividends will be paid on the series a preferred onalternative 2: non-cumulative dividends will be paid on the seriesa preferred in an amount equal to $_ per share of series apreferred when and if declared by the board.alternative 3: the series a preferred will carry an annual _%liquidation or redemption. for any other dividends or distributions,liquidation preference:alternative 1 (non-participating preferred stock): first pay onetimes the original purchase price plus accrued dividends plusdeclared and unpaid dividends on each share of series a preferred.the balance of any proceeds shall be distributed to holders ofalternative 2 (full participating preferred stock): first pay onetimes the original purchase price plus accrued dividends plusdeclared and unpaid dividends on each share of series a preferred.stock on an as-converted basis.alternative 3 (cap on preferred stock participation rights): firstpay one times the original purchase price plus accrued dividendsplus declared and unpaid dividends on each share of series astock on an as-converted basis until the holders of series apreferred receive an aggregate of _ times the originalpurchase price.a merger or consolidation (other than one in which stockholders ofshares of the surviving or acquiring corporation) and a sale, lease,transfer or other disposition of all or substantially all of the assets ofliquidation event), thereby triggering payment of the liquidationpreferences described above unless the holders of _% of theseries a preferred elect otherwise.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) asbe increased or decreased with the approval of a majority of theprotective provisions: so long as insert fixed number, or %, or any shares of series apreferred, either directly or by amendment, merger, consolidation,or otherwise:effect any deemed liquidation event; (ii) amend, alter, or repealany provision of the certificate of incorporation or bylaws in amanner adverse to the series a preferred;5 (iii) create orauthorize the creation of or issue any other security convertibleinto or exercisable for any equity security, having rights,preferences or privileges senior to or on parity with the series apreferred, or increase the authorized number of shares of seriesa preferred; (iv) purchase or redeem or pay any dividend on anycapital stock prior to the series a preferred, other than stockrepurchased from former employees or consultants in connectionwith the cessation of their employment/services, at the lower offair 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 thethan equipment leases or bank lines of creditother than debtwith no equity featureunless such debt security has received theprior approval of the board of directors, including the approvalof _ series a director(s); (vi) increase or decrease thesize of the board of directors.any time at option of holder, subject to adjustments for stockbelow under anti-dilution provisions.purchase price less than the current series a preferred conversionprice, such conversion price shall be adjusted in accordance with thefollowing formula:alternative 1: typical weighted average:cp2 = cp1 * (a+b) / (a+c)anti-dilution provisions:note that as a matter of background law, section 242(b)(2) of the delaware