Beruflich Dokumente
Kultur Dokumente
[NAME OF ISSUER]
MEMORANDUM OF TERMS1
[INSERT DATE]
This Memorandum of Terms represents only the current thinking of the parties with respect to certain
of the major issues relating to the proposed private offering and does not constitute a legally binding
agreement. This Memorandum of Terms does not constitute an offer to sell or a solicitation of an offer to buy
securities in any state where the offer or sale is not permitted.
THE OFFERING
Anticipated closing date: Initial closing on or before [__________], with additional closings
within 120 days.
1
This sample Memorandum of Terms was designed to be used in conjunction with standard Founder
Institute charter documents, which include Class A Common Stock and Class F Common Stock. This sample
Memorandum of Terms will need to be appropriately customized for each end-user’s application, including but not
limited to replacing references to “Class A Common Stock” and “Class F Common Stock” to “Common Stock,” if
appropriate.
TheFunded Founder Institute – Plain Preferred Term Sheet
Voting rights: General: Preferred will vote (on an as-converted basis) with the
Common Stock, except as provided herein or required by law.
2
Equal to 25% of the aggregate number of Preferred shares issued in the financing.
3
Equal to 25% of the aggregate number of Preferred shares issued in the financing.
TheFunded Founder Institute – Plain Preferred Term Sheet
INVESTOR RIGHTS
Information rights: Holders of Preferred will receive unaudited annual and quarterly
financials and annual business plan until an IPO or change of
control.
Registration rights: Demand registration: Two demand rights after the earlier of (i) five
years following the financing or (ii) 180 days following the IPO.
S-3 rights: Two per year (if available), with minimum offering price
requirement of $1,000,000.
Preemptive rights: Holders of Preferred will have a right to purchase pro rata share of
any offering of new securities by the Company, subject to customary
exceptions. Pro rata share will be determined based on the
Company’s fully-diluted capitalization (on an as-converted and as-
exercised basis). Right will terminate on an IPO or change of control.
OTHER MATTERS
Option pool: The number of shares of Class A Common Stock reserved for
issuance under the Company’s equity incentive plan will be
increased to a new total of [_________] shares.4
Expiration date: These terms are valid until, and will expire on, [___________].5
4
Total number of shares reserved under the option pool to be no greater than 20% of the fully-diluted capitalization
of the Company post-money.
5
30 days after the date first set forth above.
TheFunded Founder Institute – Plain Preferred Term Sheet
This Memorandum of Terms may be executed in counterparts, which together will constitute one
document. Facsimile signatures shall have the same legal effect as original signatures.
Signature Signature
Date Date
This sample Memorandum of Terms has been prepared by Wilson Sonsini Goodrich & Rosati for informational
purposes only and does not constitute advertising, a solicitation, or legal advice. Neither the transmission of this sample
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readers should not rely upon this sample Memorandum of Terms or the information contained in this website for any
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TheFunded Founder Institute – Plain Preferred Term Sheet