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Term sheet Example

5 pages

Exemple de term sheet dans une opération de levée de fonds.

Publié par :
Ajouté le : 01 octobre 2011
Lecture(s) : 233
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MEMORANDUM OF UNDERSTANDING FOR PRIVATE PLACEMENT OF PREFERRED STOCKS JolyWizy SAS December 25, 2010This Term Sheet outlines the terms and conditions of a proposed investment by Acme Venture France (“Acme”) inJOLYWIZY(“the Company”). This proposal is linked to the unique position that JOLYWIZY has reached on its market, and to the intuitu personae relationships created with the team, and more specifically with the two founders: Pierre Paul and Paulette Pierre (“The Founders”). No legally binding obligations between parties will be created by this memorandum until all due diligences and audits are completed and legal documentation is signed by all parties. As an exception to the above, the Exclusivity, Expenses and Confidentiality sections below are binding clauses between parties. INVESTMENT Amount4,000,000 minimum and5,000,000 maximum (“Investment”), out of a total round of approximately between5,800,000 and 6,800,000. Type of securitiesPreferred category shares (“New Preferred Shares”) Pre-Money Valuation14,300,000 on a fully diluted basis, i.e. taking into account every option of the Company including, in particular, the “BSPCE” and BSA pool already issued (see Cap Table in Appendix 1) Purchase Price7,17 per share New InvestorAcme (“New Investor”)
MEMORANDUM OF UNDERSTANDING FOR PRIVATE PLACEMENT OF PREFERRED STOCKS JolyWizy SAS December 25, 2010Co-Investor Acmeshall have the right, at its sole discretion, to share part of the Investment with another investor (“Co-Investor”), at the same terms and conditions. Existing InvestorsRevolution Asset Management, Alias Venture (“Existing Investors”) Investors RevolutionAsset Management, Alias Venture, Acme, Co-Investor (“Investors”) Use of proceedsTo fund the hiring, capital expenditure and working capital requirements of the Company associated with the implementation of its business plan, and for other general purposes consistent with the business plan. RIGHTS PREFERENCES AND PRIVILEGES OF THE PREFERRED CATEGORY SHARESLiquidation preferenceThe Liquidation Preference as defined on the Article VII of the Shareholders Agreement signed between Founders and Existing Shareholders (“Existing Shareholder Agreement”) shall be extended to the New Preferred Shares. Ratchet Noratchet. OTHER TERMS AND PROVISIONS All terms and provisions usually included in shareholders agreements, including particularly: Pre-emptive rightsIn the event that the Company contemplates a capital increase to be reserved to specified subscribers, the holders of New Preferred Shares and Existing Preferred Shares (“Preferred
MEMORANDUM OF UNDERSTANDING FOR PRIVATE PLACEMENT OF PREFERRED STOCKS JolyWizy SAS December 25, 2010Shares”) will have the right to participate in such a capital increase on the same terms and conditions for such a number of shares that would be required to prevent dilution of the Preferred Shares. In the event that any shareholder does not subscribe to his pro rata portion of a capital increase, the Preferred Shares holders shall have the right to subscribe to these shares, on a pro rata basis, in priority of any other shareholder or any potential shareholder. Right of first refusalNo shareholder in the Company shall dispose of any of its shares or any such securities, including warrants, in any manner without first (i) informing the other shareholders of the Company of the identity of the proposed buyer and the terms of its offer, and (ii) granting to the Investors a right of first refusal to purchase these shares (pro rata based on their shareholdings) on the same terms. Tag-along rightsThe Investors shall have the right to sell their shares on a pro rata basis in any sale of the Companys stock. In addition, the Investors shall have the right to sell all their shares in any sale of the Companys stock in the event that such a sale would result in a change of control of the Company. Drag along rightsIn the event a party or a third party offers to acquire 95% of the share capital of the Company and the holders of 75% of the share capital wish to accept this offer, the other shareholders shall become bound to accept the offer and to transfer their shares. st Forced saleIf, by Dec 312015, the Companys shares are not publicly listed on a recognized Stock Exchange, and no sale or merger has occurred, then the Preferred Shares holders shall have the right to require that all other shareholders of the company sell all their shares to any third party
MEMORANDUM OF UNDERSTANDING FOR PRIVATE PLACEMENT OF PREFERRED STOCKS JolyWizy SAS December 25, 2010which offers to acquire the Companys shares. Said third party shall be selected by an investment bank of international standing. Board TheConseil de Surveillance (“Board”) shall be built in order to bring the highest value to the Company. Among its full members, at least one shall be an external person jointly agreed by the Investors and the Founders. Stock-Options Anew pool of stock-options and / or BSPCE might be needed in order to attract key people. Such new pool shall be jointly agreed by the Investors and the Founders. CONDITIONS PRECEDENT TO CLOSING Completion of satisfactory accounting and legal due diligences; Satisfactory representation and warranties provided to the New Investor by the Founders; Approval of the New Investor Investment Committee. CLOSING PLANNING No later than January 10: signing of this term-sheet; No later than February 1: completion of due diligence and performance of conditions precedent to closing; No later than February 10: signing of the Investment Agreement and the Shareholders Agreement; No later than February 26: completion of the Investment. EXCLUSIVITY The Company and the Founders agree not to negotiate with or solicit offers from any investor (other than the New Investor and the Co-th Investor), for a period ending on February 26.
MEMORANDUM OF UNDERSTANDING FOR PRIVATE PLACEMENT OF PREFERRED STOCKS JolyWizy SAS December 25, 2010EXPENSES Due diligences and legal expenses will be paid by the Company, with a maximum amount of35,000, if the Investment is performed, or if the Company decides to terminate its discussions with the New Investor before the Investment is performed. Expenses will be paid by the New Investor if the New Investor decides not to perform the Investment.CONFIDENTIALITY The parties hereto recognize that all terms and conditions of this memorandum are confidential. Pierre PaulPascal Draper JOLYWIZY ACMEVenture France