Term Sheet

Our term sheet is a balanced and standardized term sheet for your seed round. Both VC firms, angel investors, entrepreneurs and lawyers have been involved in the process of creating this new Nordic standard.

What is a Term Sheet?

Use a term sheet in discussions with investors. When you have agreed on everything, you can choose to sign the term sheet (most of it is non-binding anyway) or just move straight on and translate it into a subscription agreement and shareholders’ agreement.

The term sheet is not binding for anyone (except the clauses expenses, confidentiality and, when used, exclusivity). It might sound strange, but the term sheet is more like a declaration of intentions than a contract. Usually, when a term sheet is agreed upon, the deal will actually close, but that’s not guaranteed. Things can go bad during the due diligence and the investor can pull out, or ask for new terms.

This does not mean that the term sheet is not important. Unless something significant happens after the term sheet is agreed upon, the deal will happen and you are (at least morally) bound to the terms mentioned in the term sheet. Make sure that you are willing to commit to everything in the term sheet; don’t assume that you can discuss the details later.

The subscription agreement and the shareholders’ agreement contain a lot more details than the term sheet but those details are usually of minor importance compared to what is brought up in the term sheet. Hence, if there are other things that are very important to you, make sure you mention them in the term sheet as well.

After you have agreed on the term sheet (signed or not), the investor will start the final parts of the due diligence while the subscription agreement and shareholders’ agreement are drafted. When the due diligence is complete it’s time to sign the subscription agreement and shareholders’ agreement.

Further Reading

For explanations of the terms in the term sheet, please read the comments in the downloadable file. If you then have even more questions regarding the terms, especially regarding how investors reason, there is a great book, Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist, explaining different terms in term sheets in a thorough and pedagogical way.

Also, if you need help with managing your cap table, please see the blog Venture Hacks. They have created a flexible template for organizing your cap table and calculating how option pools end convertible debts affect your shareholding and valuations. The document is quite complicated but includes everything you need for your cap table. You can also use the online service captable.io which is very powerful.

Standard Terms

This is a summary of the complete term sheet that you can download below. The text within [square brackets] is optional and/or should be edited.

Securities to Issue: [Common/Preference] shares of the Company (“New Shares”).
Investment Amount: EUR [amount] in aggregate.
Investors: [Company Names, Company ID Numbers] (together the “Investors”).
Lead Investor: [Company Name, Company ID Number] (the “Lead Investor”).
Founders: [Company/Personal Names, Company/Personal ID Numbers] (together the “Founders”). In this Term Sheet, “Founder” may refer to a company and/or the physical person in control of such a company.
Subscription Price: The price per each New Share (the “Original Subscription Price”) shall be EUR [amount], which is based on the Company’s fully-diluted pre-money valuation of EUR [amount].
Capitalization: The Company’s capital structure before and after the completion of the investment is set forth in Schedule 1.
[Option Pool:] [The parties agree and acknowledge that the Company, after the investment, will issue stock options to current and future key employees, corresponding to up to [10]% of the shares in the Company post-money.]
[Liquidation Preference:] [Upon a liquidation, merger, sale or other type of transaction in which control in the Company or substantially all of its assets are transferred, the holders of New Shares shall receive, per held share, the higher of (i) one times the Original Subscription Price or (ii) the amount they would receive if all shareholders received their pro rata share of such assets or proceeds. The remaining proceeds shall be distributed to the holders of common shares on a pro rata basis.]
Financial Information: The Lead Investor will receive standard information, including but not limited to monthly reporting of key business metrics and a summary of the Company’s financial status. The other Investors will receive quarterly financial reporting.
Participation Right: The Investors will have the right, but not the obligation, to participate in subsequent issuances of any equity securities on a pro rata basis.
Protective Provisions: Approval of the Investors representing more than 50% of the shares owned by the Investors is required to 

  1. amend the articles of association;
  2. issue, redeem, purchase, sell or otherwise transfer any shares or other equity instruments;
  3. establish or expand any share based employee incentive scheme except as agreed upon in advance;
  4. adversely change the rights of the shares held by the Investors;
  5. declare or pay any dividend or make a decision on other asset distributions;
  6. merge, demerge, liquidate or dissolve the Company or a subsidiary, including the exit;
  7. transfer, lease, license (other than licenses granted in the ordinary course of business on a non-exclusive basis), pledge or encumber assets or rights material to the Company;
  8. hire, fire or amend the terms of the employment contract of the CEO or any Founder; and
  9. enter into any agreement or assignment with a shareholder or its immediate family member or any entity controlled by a shareholder and/or its immediate family member(s).
Board of Directors: The Founders shall elect [three] of the directors. The Lead Investor shall elect [one] of the directors. [The other Investors shall elect one of the directors.]
Right of First Refusal: Transfer of shares in the Company is subject to the Company’s and the other shareholders’ right of first refusal. A customary redemption clause shall be included in the Company’s articles of association.
Drag-Along: In the event holders of more than 2/3 of the shares accept an offer to sell or otherwise transfer their shares to an independent bona fide third party, all other shareholders consent to sell or otherwise transfer their shares on the same terms and conditions as the majority shareholders who have accepted the offer.
Tag-Along: The shareholders shall have the right to participate in any sale or other transfer of shares in the same proportion and on the same terms and conditions as offered to the selling shareholder.
[Expenses:] [The Company shall reimburse counsels to the Investors for fees, which shall not exceed EUR [amount]. If there is no investment, each party shall pay its own fees.]
Vesting: Shares held by the Founders and other key persons will vest over 4 years (the “Vesting Period”) as follows: 25% to vest one year after closing and the remaining 75% to vest in equal monthly installments under the following 36 months. If a Founder (or other key person) leaves the Company during the Vesting Period his/her shares may be purchased by the Company primarily and the other shareholders secondarily pro rata as set forth below. 

  Vested shares Unvested shares
Good leaver Stays with Founder Sold for what the Founder once paid for the shares until the first anniversary and for fair market value thereafter
Bad leaver Stays with Founder Sold for what the Founder once paid for the shares
Non-Compete and Non-Solicitation: Each Founder is required to sign a non-competition and a non-solicitation commitment, valid until one year from the date he/she ceases to be a shareholder in the Company.
Intellectual Property: The Founders shall assign, and shall procure that all other shareholders of the Company assign, all relevant intellectual property to the Company for no compensation, or such compensation as required by law.
Warranties: Each Founder and the Company shall severally and not jointly give standard warranties to the Investors, including, but not limited to, warranties on title, intellectual property and complete information.
Confidentiality: This Term Sheet and the contents hereof are confidential to the parties hereof, and they may disclose these terms only to their representatives, directors, legal advisors, financial advisors and the shareholders of the Company.
Closing: Expected closing date is [date]. Definitive agreements will be based on documents published at www.startuptools.org and www.seriesseed.fi.
[Exclusivity:] [The Founders and the Company agree not to discuss or accept any financing of the Company from other parties before the expiry of the Term Sheet, except as approved by the Lead Investor.]
Non-Binding Effect: This Term Sheet is not legally binding, with the exception of this paragraph and the paragraphs titled [Expenses, Exclusivity and] Confidentiality, which shall be construed according to the laws of Finland.
Expiration: This Term Sheet expires on [date].

 

For the complete version of the term sheet, please download the document below.

/Erik Byrenius

 

Download

 

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