This sample document is the work product of a national coalition of attorneys who specialize in venture capital financings, working under the auspices of the [COMPANY]. This document is intended to serve as a starting point only, and should be tailored to meet your specific requirements. This document should not be construed as legal advice for any particular facts or circumstances. Note that this sample document presents an array of (often mutually exclusive) options with respect to particular deal provisions. This is an “enhanced” version of the document that contains market analysis of deal term frequency and usage, provided in partnership with [COMPANY]For more information on data and methodology, please visit . [COMPANY]

For Series B and later transactions, consider substantially shortening to refer to deal terms being “consistent with prior rounds, subject to reasonable review by Lead Investor” (as noted in the prior sentence, deal terms often are negotiated further between term sheet and closing, so relying on a term sheet for one round in a later round may prove inaccurate).

TERM SHEET

FOR SERIES A PREFERRED STOCK FINANCING OF

[INSERT COMPANY NAME], INC.

[__________, 20__]

This Term Sheet summarizes the principal terms of the Series A Preferred Stock Financing of [___________], Inc., a [Delaware] corporation (the “Company”). In consideration of the time and expense devoted and to be devoted by the Investors with respect to this investment, the No Shop/Confidentiality provisions of this Term Sheet shall be binding obligations of the Company whether or not the financing is consummated. No other legally binding obligations will be created until definitive agreements are executed and delivered by all parties. This Term Sheet is not a commitment to invest, and is conditioned on the completion of the conditions to closing set forth below. This Term Sheet shall be governed in all respects by the laws of [___________].

<The Balance of this Page is intentionally left blank. The Signature Page is to follow>

EXECUTED this [__] day of [_________], 20[__].

[Signature Blocks]

Market Analytics for Deal Term Usage and Frequency

[COMPANY] has partnered with [COMPANY], an investment analytics company, to provide market insights into deal terms found in this Enhanced Model Term Sheet. The following section provides anonymized data from over 100,000 venture transactions, extracted from executed legal agreements in the U.S. This data set represents over 40,000 unique investors, spanning over a decade of data. Each section contains information related to the frequency of specific legal and economic terms, segmented by stage where applicable.