How to negotiate a term sheet. An event organized by Startupbootcamp, presented by Patrick de Zeeuw (Startupbootcamp) and Dave Dirks (Certa Legal).

4. About Me
Co Founder Startupbootcamp Global
Author I’m Hungry, 100 basics to startup & accelerate a company

5. Global Startup Ecosystem

6. 70 teams accelerated since 2010

7. What’s a program like?
3 months Acceleration | 3 months Funding
18 months Alumni Growth Program

8. “SBC is NOT an incubator, it's a well-oiled, full of gas,
speed racing car, taking you from 0 to 200 km/h,
not in 3 months, but in just a week.”

9. “SBC has a very large network of experts,
mentors and investors who are more than willing
to help in any way they can.”

10. Why we do this?
Giving back | Create & activate startup ecosystems

11. pdz@startupbootcamp.org Patrickdezeeuw
@patrickdezeeuw | @imhungry100
+31 681429654 #SBCAmsterdam
Questions?

13. Dave Dirks
Managing Partner Certa Legal
M&A & VC lawyer
Co-Founder NTSU Fund I B.V.
Shareholder Startupbootcamp
Advisory board member / mentor
@dave_dirks dirks@certalegal.nl
TSF Tech Startups Funding

14. The Players

15. The Players
• The Entrepreneur
• The Venture Capitalist
• The Angel Investor
• The Syndicate
• The Lawyer
• The Mentor
(Brad Feld, Jason Mendelson, Venture Deals, Be smarter than your lawyer and Venture Capitalist)

16. How to raise money

17. How to raise money
Do or do not, don’t try
Determine how much you are raising
Fund-raising materials
Find your right investor(s)
Closing the deal
Understand it is about: Economics, Control
Financing rounds: seed, series a, series b, etc.

18. Economics (I)
Price
– Valuation
• Premoney / postmoney
• Fully diluted
• (Warrants)
Liquidation preference
– From 1x to 10x to 1x
– Investor participation (full, capped, none)
– Liquidation event definition
Pay to play, pay or dilute

19. Economics (II)
Vesting
Industry standard:
– 4 years (1 year + 36 months); 1 year cliff
Single trigger vs. double trigger
acceleration
Employee pool
Anti – dilution:
– (full ratchet, broad-based, narrow-based weighted
average) (carve-outs)
Good / bad leaver

20. Board of Directors
– Official member
– Observer
Protective provisions
– Veto rights / Qualified majority, for major board and
shareholders decisions (list or annex)
Drag along (investor / founders & investor jointly)
Conversion (liq pref / control)
Control

21. Other