Term Sheet

For Issuance of Series Seed Preferred Shares

Company: [_________] (the “Company”).

Founders: [_________].

Investment: Up to [EUR/US$] [________] in newly issued Series Seed Shares (“Seed Shares”) at a
fully diluted pre-money valuation of [EUR/US$] [________], including an unallocated
employee share option plan of at least [10%] of the post-money capitalization, and
assuming any outstanding convertible loans have been converted prior to this financing
and the Company has no debt. Point Nine Capital (the “Lead Investor”, or “PNC”) will
invest [EUR/US$] [________] so that it holds at least [___]% post financing on a fully
diluted basis. Up to [EUR/US$] [________] ([___]% of the post-money capitalization)
to be allocated to other investors as jointly agreed by the Lead Investor and the
Company (the Lead Investor and the further investors hereinafter collectively referred to
as the “Investors”).
Closing date: The parties aim to close the investment within 30 days after signing of this term sheet.

Liquidation Upon a liquidation, dissolution, winding up, merger, acquisition, sale, exclusive license
Preference: or other disposal of substantially all of the assets or a majority of the shares of the
Company or a sale of the majority of the Founder Shares (a “Change of Control”), all
holders of Seed Shares shall receive, on a pari passu basis, the higher of: (a) one times
the original purchase price for the respective Seed Shares; or (b) the amount they would
receive if all shareholders received their pro rata share of such assets or proceeds (“1x
non-participating liquidation preference”).
Anti-Dilution: Seed Shares shall be entitled to a broad-based weighted average adjustment in the event
that the Company issues additional equity securities at a price less than the original
issue price. Standard exceptions apply (esp. ESOP issuances and stock splits).
Voting Rights: Approval of majority of Seed Shares (“Seed Majority”) required to: (i) adversely alter
the rights of the Seed Shares (ii) change the authorized number of shares or issue any
new shares beyond those anticipated by this investment (iii) create any new class or
series senior to or on parity with the Seed Shares (iv) increase the number of shares
reserved for issuance to employees and consultants, whether under the ESOP or
otherwise (v) redeem shares (excluding ESOP-related common shares repurchased upon
termination of an officer, employee, director, or consultant) (vi) pay or declare
dividends or distributions to shareholders (vii) change the delegation rights to the
advisory board (viii) effect a Change of Control (ix) amend the Articles of the
Company (x) purchase or sell shares in another company (xi) effect any transaction
between the Company and the Founders or their relatives and affiliates (xii) assume
debt or effect a transaction outside the ordinary course in excess of [EUR/US$] [_____].
Financial Investors will receive monthly reporting including financial information and
Information: non-financial KPIs.

PNC Term Sheet Template. Last edit: May 11, 2018.

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 Participation Investors will have the right to participate on a pro rata basis in subsequent issuances of
Right: equity securities (including derivatives, e.g. convertible loans).
Board: Two board members elected by holders of a majority of common shares, one elected by
the majority of the Seed Shares (“Seed Majority”). Lead Investor may appoint a board
observer if not represented on the board.
Right of First Shareholders shall have a right of first refusal (“RoFR”) on transfers of any shares of
Refusal the Company and a pro rata right to participate on identical terms in transfers where the
and Co-Sale: RoFR has not been exercised (subject to customary permitted transfers, including
transfers by Investors to affiliated funds).
Drag Along: If a Seed Majority and a majority of the common shares wish to accept an offer to sell
all of their shares to a third party or enter into another Change of Control event, all other
shareholders shall be required to sell their shares on the same terms and conditions or to
consent to the transaction, subject to the liquidation preference of the Seed Shares.
Founder Founders shall enter into customary confidentiality, non-compete, non-solicitation and
Undertakings: IP transfer agreements. Each Founder shall not sell more than 10% of his common
shares without approval of the Seed Majority.
Founder Vesting: 75% of the Shares held by the Founders (the “Vesting Shares”) will be subject to
reverse vesting over 48 months (linear monthly vesting). 100% vesting acceleration
upon the consummation of a Change of Control and dismissal by the purchaser without
cause (i.e. double trigger acceleration). Upon termination of the a Founder’s
employment he/she shall offer for sale to the Company (with a secondary purchase
option for the holders of Seed Shares) any unvested shares at nominal value.
Documentation Except for the section entitled “Exclusivity/Confidentiality” this term sheet does not
and Warranties: constitute a legally binding obligation. Definitive agreements to be drafted by counsel to
the Company and to include customary representations and warranties of the Company
(capped at the​ ​investment amount) and jurisdiction-specific terms where required.
Expenses: PNC will be advised by its inhouse legal counsel at no costs to the Company. Should
PNC require external legal advice, the Company shall reimburse reasonable expenses of
up to a maximum of [EUR 10,000].
Exclusivity/ For a period of 30 days, the Company shall not solicit offers from other parties for any
Confidentiality: financing other than this financing. Without the consent of Investors, the Company shall
not disclose these terms to anyone other than officers, directors, key service providers,
and other potential investors in this financing.

Company Point Nine Capital

_____________________________________ _____________________________________
Location, date, signature Location, date, signature

PNC Term Sheet Template. Last edit: May 11, 2018.

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