Appendix A: Sample Term Sheet


Summary of Terms for Proposed Private Placement of Series A Preferred Stock of NEWCO.COM ________, 20 ________

(Valid for acceptance until ________, 20 ________ )

Issuer: NEWCO.COM (the “Company”)
Investor(s): Acme Venture Capital 2011, L.P. and its affiliated partnerships (“Acme”) [and others, if applicable] (“Investors”).
Amount of Financing: An aggregate of $___million, [(including $ ______ from the conversion of outstanding bridge notes)] representing a % ownership position on a fully diluted basis, including shares reserved for any employee option pool. [The individual investment amounts for each Investor are as follows:Acme $ ______Other investor 1 $ ______Other investor 2 $ ______Total: $ ______][If there is to be a second closing, differentiate the investors and amounts by each closing.]
Price: $ ______ per share (the “Original Purchase Price”). The Original Purchase Price represents a fully diluted pre-money valuation of $ ______ million and a fully diluted post-money valuation of $ ______ million. [A capitalization table showing the Company’s capital structure immediately following the Closing is attached.] For purposes of the above calculation and any other reference to “fully diluted” in this term sheet, “fully diluted” assumes the conversion of all outstanding preferred stock of the Company, the exercise of all authorized and currently existing stock options and warrants of the Company, and the ...

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