Venture Deals, 4th Edition

Appendix B: Foundry Group Term Sheet1

FOUNDRY VENTURE CAPITAL 2018, L.P. SUMMARY OF TERMS

Company:	X
Total Financing:	$X million [(including approximately $X from the conversion of bridge notes)]. Note that if any notes convert at discount or a capped conversion valuation lower than the pre-money valuation listed below the notes shall convert into combination of: (i) Preferred Stock such that holders receive no more than a 1 × nonparticipating liquidation preference equal to the outstanding principal amount of such notes, plus any agreed interest, and (ii) Common Stock representing the balance of the total shares required to be issued pursuant to the notes.
Stock Purchased:	Series X Preferred (“Preferred Stock”)
Investors and Amounts:	Foundry Venture Capital 2018, L.P. (“Foundry”) $X
[Investor 2] $X
Total (all investors together, the “Investors”) $X
Unissued Employee Pool:	X%
Pre-Money Valuation:	$X
Voting:	A vote of [at least ___%] [a majority] of the Preferred Stock (the “Required Preferred”) will be required for any action by the Preferred Stock.
Founders:	X and X The existing vesting terms of the Founders’ restricted stock shall remain in effect
Board of Directors:	The Board of Directors (“Board”) shall be set at [three] directors as follows

Director Seat	Investor Designee	Name
Preferred Director	Foundry	•
Common Director	Current CEO	•
[Mutual Director		•]

Legal Fee Cap:	$X
Major Investor Threshold:	$250,000 ...