ACCELERANT VENTURES, L.P. AUGUST, (the Company ) a. The closing is expected to occur on or before, 2014 (the Closing ).

Size: px

Start display at page:

Download "ACCELERANT VENTURES, L.P. AUGUST, (the Company ) a. The closing is expected to occur on or before, 2014 (the Closing )."

Clemence Norman
5 years ago
Views:

1 ACCELERANT VENTURES, L.P. DBA TRIANGLE STARTUP FACTORY SUMMARY OF TERMS COMMON STOCK PURCHASE AUGUST, 2014 Issuer: Founders: Purchaser: (the Company ) a.,, and (the Founders ). Accelerant Ventures, L.P. ( Accelerant ). Amount of Financing: $50,000 Anticipated Closing Date: Type of Security: Price: Post-Closing Capitalization: Use of Proceeds: Program Participation: Information Rights: The closing is expected to occur on or before, 2014 (the Closing ). Shares of the Company s Common Stock (the Common Stock ). $ per share (the Purchase Price ), based on a 7.5% equity ownership of Accelerant (fully diluted), including a 12.5% post-money unallocated stock option pool. A capitalization table showing the Company s capital structure immediately following the closing of the investment is attached to this Summary of Terms as Exhibit A. Proceeds from the investment will be used for working capital and general corporate purposes. The Founders and the Company are required to participate in the Triangle Startup Factory Fall 2014 accelerator program. So long as Accelerant continues to hold any shares of Common Stock, the Company will deliver to Accelerant unaudited annual and unaudited quarterly financial statements, and will provide a copy of the Company s annual operating plan and budget within 30 days prior to the beginning of the fiscal year. Accelerant will also be entitled to standard inspection and visitation rights. These provisions will terminate upon an initial public offering or a liquidity event. EMPLOYEE MATTERS: Employee Pool: The Company will reserve shares of its Common Stock (equal to 12.5% of its post-investment fully diluted capitalization) for issuances to directors, officers, employees, advisors, consultants and other service providers (the Employee Pool ). The shares in the Employee Pool will be issued from time to time to directors, officers, employees, advisors, consultants and other service providers of the Company under such arrangements, contracts or plans as are recommended by management and approved by the Board of Directors. Founder Stock Vesting: The outstanding Common Stock currently held by the Founders will be subject to vesting, such that each Founder s shares will vest in equal monthly amounts over

2 thirty-six months, beginning on the date of Closing. The Company will have the option to repurchase all unvested shares at cost upon termination of employment. Proprietary Information and Inventions Agreement: Restrictions on Transfer: As a condition of Closing, each current officer, employee and consultant of the Company will enter into a proprietary information and invention assignment agreement, including one-year non-competition and non-solicitation covenants, acceptable to Accelerant. The Company will provide copies of all executed proprietary information and invention assignment agreements to Accelerant as part of due diligence. As a condition of Closing, the Company s Bylaws will be amended (if necessary) to include a right of first refusal in favor of the Company upon any proposed sale by a stockholder (excluding transfers for no consideration for estate planning purposes). These rights of first refusal and co-sale will not apply to transfers in connection with estate planning. OTHER MATTERS: Assignment: Service Fees: Purchase Agreement: Conditions Precedent to Financing: Accelerant will be entitled to transfer all or part of its shares of Common Stock and the rights associated with such shares to one or more affiliated partnerships, limited liability companies or funds managed by it or any of their respective directors, officers, partners or members. The Company will pay a service fee of $2,500 per month to Accelerant Management, L.L.C. for each of the three months it is in the Triangle Startup Factory program. The investment will be made pursuant to a Stock Purchase Agreement and related documents reasonably acceptable to Accelerant, which agreements will contain, among other things, appropriate representations and warranties of the Company, covenants of the Company reflecting the provisions set forth in this Summary of Terms, and appropriate conditions of Closing. This Summary of Terms is not intended as a legally binding commitment by Accelerant, and any obligation on the part of Accelerant is subject to the following conditions precedent: 1. Completion of legal documentation satisfactory to Accelerant. 2. Satisfactory completion of due diligence by Accelerant. 3. Satisfactory updates to the Company s organizational documents and founders agreements, as necessary to conform to best practices. Exclusivity: Confidentiality: Upon the acceptance of this Summary of Terms, the Company, its officers and stockholders agree not to discuss the sale of any equity or equity-type securities, provide any information to, or close any such transaction with any other investor or prospective investor prior to the date on which the Triangle Startup Factory program begins, unless Accelerant agrees to waive its rights under this provision in writing. The Company will not disclose the existence or the terms of this Term Sheet to any person other than officers, members of the Board of Directors, and the Company s accountants and attorneys.

3 [SIGNATURE PAGE FOLLOWS]

4 The parties have signed this Summary of Terms as a reflection of their understanding of the principal terms of an investment on this day of, The parties will have no obligations with respect to this investment or this Summary of Terms (other than the paragraphs entitled Exclusivity and Confidentiality above, which will, in consideration of the time and expense devoted and to be devoted by Accelerant with respect to this investment, be binding obligations of the parties) until definitive agreements have been prepared and executed by each party. Unless accepted, this Summary of Terms expires on, 2014, at 5:00 p.m., Eastern time, unless extended upon mutual agreement between the Company and Accelerant. COMPANY: By: Name: Title: FOUNDERS: ACCELERANT VENTURES, L.P. By: Name: Title:

5 EXHIBIT A Post-Closing Common Stock Capitalization Table SECURITY NUMBER OF SHARES FULLY DILUTED PERCENTAGE Common Stock Founders Employee Stock Options -- Outstanding Employee Stock Options -- Unallocated Common Stock -- Accelerant 7.5% Total 100%

Appendix A: Sample Term Sheet*

Venture Deals: Be Smarter Than Your Lawyer and Venture Capitalist, Second Edition By Brad Feld and Jason Mendelson Copyright 2013 by Brad Feld and Jason Mendelson Appendix A: Sample Term Sheet* ACME VENTURE