TERMS FOR PRIVATE PLACEMENT OF SERIES SEED PREFERRED STOCK OF

[Insert Company Name], INC.

[Date]
The following is a summary of the principal terms with respect to the proposed Series Seed Preferred Stock
financing of [___________], Inc., a [Delaware] corporation the !Company"#. $%cept for the section
entitled !&inding Terms," this summary of terms does not constitute a legally 'inding o'ligation. The
parties intend to enter into a legally 'inding o'ligation only pursuant to definiti(e agreements to 'e
negotiated and e%ecuted 'y the parties.
Offering Terms
Securities to Issue) Shares of Series Seed Preferred Stock of the *ompany the !Series Seed"#.
+ggregate Proceeds) ,[_________] in aggregate.
Purchasers) [+ccredited in(estors appro(ed 'y the *ompany] the !Purchasers"#.
Price Per Share) Price per share the !Original Issue Price"#, 'ased on a pre-money (aluation of ,
[____], including an a(aila'le option pool of [___]..
/i0uidation
Preference)
1ne times the 1riginal Issue Price plus declared 'ut unpaid di(idends on each share
of Series Seed, 'alance of proceeds paid to *ommon. + merger, reorgani2ation or
similar transaction will 'e treated as a li0uidation.
*on(ersion) *on(erti'le into one share of *ommon su'3ect to proportional ad3ustments for
stock splits, stock di(idends and the like# at any time at the option of the holder.
4oting 5ights) 4otes together with the *ommon Stock on all matters on an as-con(erted 'asis.
+ppro(al of a ma3ority of the Preferred Stock re0uired to i# ad(ersely change rights
of the Preferred Stock6 ii# change the authori2ed num'er of shares6 iii# authori2e a
new series of Preferred Stock ha(ing rights senior to or on parity with the Preferred
Stock6 i(# redeem or repurchase any shares other than pursuant to employee or
consultant agreements#6 (# declare or pay any di(idend6 (i# change the num'er of
directors6 or (ii# li0uidate or dissol(e, including any change of control.
Documentation) Documents will 'e identical to the Series Seed Preferred Stock documents pu'lished
at www.seriesseed.com, e%cept for the modifications set forth in this Term Sheet.
7inancial
Information)
Purchasers who ha(e in(ested at least [,________] !Major Purchasers"# will
recei(e standard information and inspection rights and management rights letter.
Participation 5ight) 8a3or Purchasers will ha(e the right to participate on a pro rata 'asis in su'se0uent
issuances of e0uity securities.
&oard of Directors) [___] directors elected 'y holders of a ma3ority of common stock, [__] elected 'y
holders of a ma3ority of Series Seed and [___] elected 'y mutual consent.
$%penses) *ompany to reim'urse counsel to Purchasers for a flat fee of ,9:,:::.
7uture 5ights) The Series Seed will 'e gi(en the same rights as the ne%t series of Preferred Stock
with appropriate ad3ustments for economic terms#.
;ey <older 8atters $ach ;ey <older shall ha(e four years (esting 'eginning [_______]. 7ull
acceleration upon !Dou'le Trigger." $ach ;ey <older shall ha(e assigned all
rele(ant IP to the *ompany 'efore closing.
&inding Terms) 7or a period of thirty days, the *ompany shall not solicit offers from other parties
for any financing. =ithout the consent of Purchasers, the *ompany shall not
disclose these terms to anyone other than officers, directors, key ser(ice pro(iders,
and other potential Purchasers in this financing.
*18P+>?) [__________, I>*.]

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