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Information Rights
The terms sheet sets out the Information Rights for the investors. The Information Rights section defines what information and reports are required and the reporting schedule, and sometimes which investors are entitled to receive the information. The standard set of financial reports that investors require include profit and loss (P&…
Governance and Control Terms
The terms sheet contains several investor rights relating to Governance and Control.  Here are three of them:  Right of First Refusal   The Right of First Refusal clause says that if a founder sells his or her shares, then the preferred share investor gets the right to buy those founder shares…
Warrants
You may come across the term warrants in a terms sheet. Warrants are a type of security that gives investors the option to buy more stock over a designated time frame, at a specific price. Three parameters define the details of a typical warrant clause: the term, the coverage, and…
Pay to Play
Pay to play is often used in terms sheets. A pay to play clause is intended to create an incentive for existing preferred share investors to invest on a pro rata basis in future financing rounds. The clause spells out that, if the existing investors choose not to participate in…
Anti-Dilution
Terms sheets use anti-dilution clauses to protect the investors. Anti-dilution comes into play during down rounds in which the founders raise funding at a lower valuation than a previous round. There are three scenarios: No Anti-Dilution Protection - Investors and founders share in dilution from any follow on rounds funding.…
Liquidation Preference
Liquidation preference is a right commonly found in terms sheet. It provides the investor the right to receive their investment back and then the remaining profits are distributed pro rata to other stakeholders. It's often expressed in multiples such as 1X, 2X, or 3X. This means the investors with those…
Key Terms in the Terms Sheet
Here are some Financial Parameters to look for in a terms sheet: Type of Security: Convertible Preferred Stock, Series A Convertible Preferred Stock, or Series Seed Preferred Stock. Investment Amount: How much is being raised. Pre-Money Valuation: What the business is worth before the investment. The pre-money valuation can also…
Founder Friendly Terms Sheet
Term sheets lean to the founder or to the investor. One that leans to the founder is called a founder friendly term sheet. It has some of the following characteristics: The term sheet provides that the Preferred Shares will receive the same number of votes as the number of Common…
VC Quick Valuation Method
In raising funding, valuation is a key number the CEO and investor must come to agree with. As a startup you must determine your target valuation. There are several methods. One method is the VC Quick Valuation Method This method starts with the exit of the startup. You assume the…
Valuation: Risk Mitigation Valuation Method
In raising funding, valuation is a key number the CEO and investor must come to agree with. As a startup you must determine your target valuation. There are several methods. One method is the Risk Mitigation Valuation Method. The Risk Mitigation method assigns dollar values to the startup's accomplishments in…