Term Sheet For Investors documents are essential preliminary agreements used in investment rounds to establish the fundamental terms of an investment transaction. Under English and Welsh law, these documents typically precede the execution of formal investment agreements and are used across various funding rounds, from seed to late-stage investments. While generally non-binding (except for certain provisions like confidentiality and exclusivity), they serve as a crucial roadmap for the transaction and help avoid misunderstandings during subsequent negotiations. The document typically includes valuation, investment amount, share rights, board composition, and various investor protections.
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1. Parties: Details of the company and potential investor(s)
2. Background: Brief description of the company and investment opportunity
3. Investment Terms: Key financial terms including valuation, investment amount, and share price
4. Share Rights: Description of share class and associated rights
5. Board Composition: Structure and voting rights of the board
6. Exit Provisions: Terms regarding company sale or IPO
1. Anti-dilution Protection: Protection mechanisms against future down rounds, typically included for larger institutional investors
2. Liquidation Preference: Priority and preferences in case of liquidation, typically included for Series A or later rounds
3. Conversion Rights: Terms and conditions for converting preferred shares to ordinary shares, included when offering preferred shares
4. Information Rights: Specific rights regarding access to company information and reporting requirements, included for significant minority investors
1. Cap Table: Current and post-investment shareholding structure showing ownership percentages
2. Financial Projections: Company's financial forecasts and key metrics for the next 3-5 years
3. Key Terms Definition: Detailed explanation of technical and financial terms used in the term sheet
4. Conditions Precedent: List of conditions that must be met before the investment can be completed
Relevant legal definitions
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