<p>
[COMPANY]
SUMMARY OF TERMS FOR
SALE OF SERIES SEED ORDINARY SHARES
Company
[Company]
Founders
[Founder 1], [Founder 2], & [Founder 3]
Investors
[Lead Investor] (the "Lead Investor") in conjunction with other investors
[Additional Investors] (the "Investors") mutually agreeable to the Lead
Investor and the Company.
Structure of Financing
The financing will be up to an aggregate of [___] at a fully diluted pre-
money valuation of [___], including an unallocated employee share option
plan ("ESOP") of [ ]%. The Lead Investor will invest up to [___] and
would hold no less than [___]% of the Company on a fully diluted basis.
Conditions to Close
(i) completion of confirmatory due diligence and anti-money laundering
checks (ii) all employees having entered into service agreements containing
IP assignment provisions and (iii) receipt of all necessary consents.
Estimated Closing Date
[Closing Date].
Type of Security
Newly issued series seed convertible preferred shares ("Seed Shares"),
which shall rank senior to all other shares of the Company in all respects
[and be provided with the same rights as the next series of preferred stock
(with the exception of anti-dilution rights).]
Liquidation Preference
Upon a liquidation, dissolution, winding up, merger, acquisition, sale,
exclusive license or other disposal of substantially all of the assets or a
majority of the shares of the Company (a "Change of Control"),
Option 1: [the holders of the Seed Shares shall receive the higher of: (a) one
times the original purchase price for the Seed Shares; or (b) the amount they
would receive if all shareholders received their pro rata share of such assets or
proceeds.]
Option 2: [(a) the holders of the Seed Shares shall receive one times the
original purchase price for the Seed Shares; and (b) all shareholders shall
receive their pro rata share of any remaining assets or proceeds.]
[Anti-Dilution Provisions]
[In the event that the Company issues additional