1.
Christina Tsakona - Nayia Antoniou
Found.ation | July 24, 2013
Welcome to...

2.
A short intro to Term
Sheets
by Nayia Antoniou

3.
Definition
A Term Sheet is a document which outlines
the key financial and other terms of a
proposed investment.

4.
Contents
Offering terms
Conditions
Classes of shares
Liquidation preference
Investor rights
Preemptive rights
Founders undertakings
Other matters

5.
Offering Terms
Investors
Amount raised
Pre-money valuation
Closing date
Share option pool
Anti dilution

6.
Conditions
Due diligence
Anti-money laundering
IP assignment
Warranties
Expenses

7.
Classes of shares
Preferred
Common
Conversion

8.
Liquidation preference
In case of acquisition or change of control
Winding up, dissolution, liquidation

9.
Investor rights
Director appointment
Information rights
Matters requiring investor consent i.e.
change of company's shareholding structure,
dividends etc.

10.
Preemptive rights
Right of first refusal
Tag along
Drag along

11.
Founders undertakings
No compete
No solicitation
Employment agreement
Reverse vesting

12.
Other matters
Exclusivity
Confidentiality
Non-binding effect

13.
Remember...
Do not panic!
The business decision is yours
Consult a lawyer (if required)
Good luck!

14.
na@nantonioulaw.com | @nayiantoniou
Thank you!