Source material behind the 3Q2019 Founder Friendly Standard term sheet comparison infographic

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From Eisaiah Engel, Co-Author of Founder Friendly Standard on 10/3/2019
The following 298 pages of 110,354 words in Times New Roman 12 single spaced – are merged
documents from the Founder Friendly Standard comparison campaign – where 6 attorneys
analyzed the top 6 startup documents. This infographic sums it all up:
The infographic is interactive on this page: https://eisaiah.blog/founder-friendly-standard-
comparison/
Infographic data:
Kiss Safe NVCA Gust Altman Y Combinator
Compatible 4 4 5 6 10 5 34
Conflict 2 2 9 7 3 6 29
Silent 9 9 1 2 2 4 27
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 Attorney analysis of 500 Startups KISS
 Attorney analysis of Y Combinator Safes
 Attorney analysis of NVCA Model Legal Docs
 Attorney analysis of Gust Series Seed
 Attorney analysis of Sam Altman Founder-Friendly Term Sheet
 Attorney analysis of Y Combinator “Standard” Series A Term Sheet

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TERM SHEET
Company: [__________], a Delaware corporation.
Securities: Series A Preferred Stock of the Company (“Series A”).
Investment
Amounts:
$[_] million from [__________] (“Lead Investor”)
$[_] million from other investors
Convertible notes and safes (“Convertibles”) convert on their terms into
shadow series of preferred stock (together with the Series A, the “Preferred
Stock”).
Valuation: $[_] million post-money valuation, including an available option pool equal
to [__]% of the post-Closing fully-diluted capitalization.
Liquidation
Preference:
1x non-participating preference. A sale of all or substantially all of the
Company’s assets, or a merger (collectively, a “Company Sale”), will be
treated as a liquidation.
Dividends: 6% noncumulative, payable if and when declared by the Board of Directors.
Conversion to
Common Stock:
At holder’s option and automatically on (i) IPO or (ii) approval of a majority
of Preferred Stock (on an as-converted basis) (the “Preferred Majority”).
Conversion ratio initially 1-to-1, subject to standard adjustments.
Voting Rights: Approval of the Preferred Majority required to (i) change rights, preferences
or privileges of the Preferred Stock; (ii) change the authorized number of
shares; (iii) create securities senior or pari passu to the existing Preferred
Stock; (iv) redeem or repurchase any shares (except for purchases at cost
upon termination of services or exercises of contractual rights of first refusal);
(v) declare or pay any dividend; (vi) change the authorized number of
directors; or (vii) liquidate or dissolve, including a Company Sale. Otherwise
votes with Common Stock on an as-converted basis.
Drag-Along: Founders, investors and 1% stockholders required to vote for a Company Sale
approved by (i) the Board, (ii) the Preferred Majority and (iii) a majority of
Common Stock [(excluding shares of Common Stock issuable or issued upon
conversion of the Preferred Stock)] (the “Common Majority”), subject to
standard exceptions.
Other Rights &
Matters:
The Preferred Stock will have standard broad-based weighted average anti-
dilution rights, first refusal and co-sale rights over founder stock transfers,
registration rights, pro rata rights and information rights. Company counsel
drafts documents. Company pays Lead Investor’s legal fees, capped at
$30,000.

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Board: [Lead Investor designates 1 director. Common Majority designates 2
directors.]
Founder and
Employee Vesting:
Founders: [_______________].
Employees: 4-year monthly vesting with 1-year cliff.
No Shop: For 30 days, the Company will not solicit, encourage or accept any offers for
the acquisition of Company capital stock (other than equity compensation for
service providers), or of all or any substantial portion of Company assets.

The “No Shop” is legally binding between the parties. Everything else in this term sheet is
non-binding and only intended to be a summary of the proposed terms of this financing.
[COMPANY]
By:
Name
:
Title:
Date:
[LEAD INVESTOR]
By:
Name
:
Title:
Date:
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOTBE OFFERED,
SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN
THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
[COMPANY NAME]

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SAFE
(Simple Agreement for Future Equity)
THIS CERTIFIES THAT in exchange for the payment by [Investor Name] (the “Investor”) of
$[_____________] (the “Purchase Amount”) on or about [Date of Safe], [Company Name], a [State of
Incorporation] corporation (the “Company”), issues to the Investor the right to certain shares of the Company’s
Capital Stock, subject to the terms described below.
This Safe is one of the forms available at http://ycombinator.com/documents and the Company and the Investor
agree that neither one has modified the form, except to fill in blanks and bracketed terms.
The “Post-Money Valuation Cap” is $[___________].
The “Discount Rate” is [100 minus the discount]%.
See Section 2 for certain additional defined terms.
1. Events
(a) Equity Financing. If there is an Equity Financing before the termination of this Safe, on the initial
closing of such Equity Financing, this Safe will automatically convert into the number of shares of Safe Preferred
Stock equal to the Purchase Amount divided by the Conversion Price.
In connection with the automatic conversion of this Safe into shares of Safe Preferred Stock, the
Investor will execute and deliver to the Company all of the transaction documents related to the Equity Financing;
provided, that such documents are the same documents to be entered into with the purchasers of Standard
Preferred Stock, with appropriate variations for the Safe Preferred Stock if applicable, and provided further, that
such documents have customary exceptions to any drag-along applicable to the Investor, including, without
limitation, limited representations and warranties and limited liability and indemnification obligations on the part
of the Investor.
(b) Liquidity Event. If there is a Liquidity Event before the termination of this Safe, this Safe will
automatically be entitled to receive a portion of Proceeds, due and payable to the Investor immediately prior to,
or concurrent with, the consummation of such Liquidity Event, equal to the greater of (i) the Purchase Amount
(the “Cash-Out Amount”) or (ii) the amount payable on the number of shares of Common Stock equal to the
Purchase Amount divided by the Liquidity Price (the “Conversion Amount”). If any of the Company’s
securityholders are given a choice as to the form and amount of Proceeds to be received in a Liquidity Event, the
Investor will be given the same choice, provided that the Investor may not choose to receive a form of
consideration that the Investor would be ineligible to receive as a result of the Investor’s failure to satisfy any
requirement or limitation generally applicable to the Company’s securityholders, or under any applicable laws.
Notwithstanding the foregoing, in connection with a Change of Control intended to qualify as a tax-
free reorganization, the Company may reduce the cash portion of Proceeds payable to the Investor by the amount
determined by its board of directors in good faith for such Change of Control to qualify as a tax-free reorganization

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for U.S. federal income tax purposes, provided that such reduction (A) does not reduce the total Proceeds payable
to such Investor and (B) is applied in the same manner and on a pro rata basis to all securityholders who have
equal priority to the Investor under Section 1(d).
(c) Dissolution Event. If there is a Dissolution Event before the termination of this Safe, the Investor
will automatically be entitled to receive a portion of Proceeds equal to the Cash-Out Amount, due and payable to
the Investor immediately prior to the consummation of the Dissolution Event.
(d) Liquidation Priority. In a Liquidity Event or Dissolution Event, this Safe is intended to operate
like standard non-participating Preferred Stock. The Investor’s right to receive its Cash-Out Amount is:
(i) Junior to payment of outstanding indebtedness and creditor claims, including contractual
claims for payment and convertible promissory notes (to the extent such convertible promissory notes are not
actually or notionally converted into Capital Stock);
(ii) On par with payments for other Safes and/or Preferred Stock, and if the applicable Proceeds
are insufficient to permit full payments to the Investor and such other Safes and/or Preferred Stock, the applicable
Proceeds will be distributed pro rata to the Investor and such other Safes and/or Preferred Stock in proportion to
the full payments that would otherwise be due; and
(iii) Senior to payments for Common Stock.
The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock and other
Safes and/or Preferred Stock who are also receiving Conversion Amounts or Proceeds on a similar as-converted
to Common Stock basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to
the extent such payments are Cash-Out Amounts or similar liquidation preferences).
(e) Termination. This Safe will automatically terminate (without relieving the Company of any
obligations arising from a prior breach of or non-compliance with this Safe) immediately following the earliest
to occur of: (i) the issuance of Capital Stock to the Investor pursuant to the automatic conversion of this Safe
under Section 1(a); or (ii) the payment, or setting aside for payment, of amounts due the Investor pursuant to
Section 1(b) or Section 1(c).
2. Definitions
“Capital Stock” means the capital stock of the Company, including, without limitation, the “Common
Stock” and the “Preferred Stock.”
“Change of Control” means (i) a transaction or series of related transactions in which any “person”
or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended),
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended), directly or indirectly, of more than 50% of the outstanding voting securities of the Company having
the right to vote for the election of members of the Company’s board of directors, (ii) any reorganization, merger
or consolidation of the Company, other than a transaction or series of related transactions in which the holders of
the voting securities of the Company outstanding immediately prior to such transaction or series of related
transactions retain, immediately after such transaction or series of related transactions, at least a majority of the

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total voting power represented by the outstanding voting securities of the Company or such other surviving or
resulting entity or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company.
“Company Capitalization” is calculated as of immediately prior to the Equity Financing and (without
double-counting):
1. Includes all shares of Capital Stock issued and outstanding;
2. Includes all Converting Securities;
3. Includes all (i) issued and outstanding Options and (ii) Promised Options;
4. Includes the Unissued Option Pool; and
5. Excludes, notwithstanding the foregoing, any increases to the Unissued Option Pool (except to the
extent necessary to cover Promised Options that exceed the Unissued Option Pool) in connection
with the Equity Financing.
“Conversion Price” means the either: (1) the Safe Price or (2) the Discount Price, whichever
calculation results in a greater number of shares of Safe Preferred Stock.
“Converting Securities” includes this Safe and other convertible securities issued by the Company,
including but not limited to: (i) other Safes; (ii) convertible promissory notes and other convertible debt
instruments; and (iii) convertible securities that have the right to convert into shares of Capital Stock.
“Discount Price” means the price per share of the Standard Preferred Stock sold in the Equity
Financing multiplied by the Discount Rate.
“Dissolution Event” means (i) a voluntary termination of operations, (ii) a general assignment for the
benefit of the Company’s creditors or (iii) any other liquidation, dissolution or winding up of the Company
(excluding a Liquidity Event), whether voluntary or involuntary.
“Dividend Amount” means, with respect to any date on which the Company pays a dividend on its
outstanding Common Stock, the amount of such dividend that is paid per share of Common Stock multiplied by
(x) the Purchase Amount divided by (y) the Liquidity Price (treating the dividend date as a Liquidity Event solely
for purposes of calculating such Liquidity Price).
“Equity Financing” means a bona fide transaction or series of transactions with the principal purpose
of raising capital, pursuant to which the Company issues and sells Preferred Stock at a fixed valuation, including
but not limited to, a pre-money or post-money valuation.
“Initial Public Offering” means the closing of the Company’s first firm commitment underwritten
initial public offering of Common Stock pursuant to a registration statement filed under the Securities Act.

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“Liquidity Capitalization” is calculated as of immediately prior to the Liquidity Event, and (without
double- counting):
7. Includes all (i) issued and outstanding Options and (ii) to the extent receiving Proceeds, Promised
Options;
8. Includes all Converting Securities, other than any Safes and other convertible securities
(including without limitation shares of Preferred Stock) where the holders of such securities are
receiving Cash-Out Amounts or similar liquidation preference payments in lieu of Conversion
Amounts or similar “as-converted” payments; and
9. Excludes the Unissued Option Pool.
“Liquidity Event” means a Change of Control or an Initial Public Offering.
“Liquidity Price” means the price per share equal to the Post-Money Valuation Cap divided by the
Liquidity Capitalization.
“Options” includes options, restricted stock awards or purchases, RSUs, SARs, warrants or similar
securities, vested or unvested.
“Proceeds” means cash and other assets (including without limitation stock consideration) that are
proceeds from the Liquidity Event or the Dissolution Event, as applicable, and legally available for distribution.
“Promised Options” means promised but ungranted Options that are the greater of those (i) promised
pursuant to agreements or understandings made prior to the execution of, or in connection with, the term sheet
for the Equity Financing (or the initial closing of the Equity Financing, if there is no term sheet), or (ii) treated as
outstanding Options in the calculation of the Standard Preferred Stock’s price per share.
“Safe” means an instrument containing a future right to shares of Capital Stock, similar in form and
content to this instrument, purchased by investors for the purpose of funding the Company’s business operations.
References to “this Safe” mean this specific instrument.
“Safe Preferred Stock” means the shares of the series of Preferred Stock issued to the Investor in an
Equity Financing, having the identical rights, privileges, preferences and restrictions as the shares of Standard
Preferred Stock, other than with respect to: (i) the per share liquidation preference and the initial conversion price
for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (ii) the basis for
any dividend rights, which will be based on the Conversion Price.
“Safe Price” means the price per share equal to the Post-Money Valuation Cap divided by the
Company Capitalization.
“Standard Preferred Stock” means the shares of the series of Preferred Stock issued to the investors
investing new money in the Company in connection with the initial closing of the Equity Financing.
“Unissued Option Pool” means all shares of Capital Stock that are reserved, available for future grant
and not subject to any outstanding Options or Promised Options (but in the case of a Liquidity Event, only to the
extent Proceeds are payable on such Promised Options) under any equity incentive or similar Company plan.

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3. Company Representations
(a) The Company is a corporation duly organized, validly existing and in good standing under the
laws of its state of incorporation, and has the power and authority to own, lease and operate its properties and
carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this Safe is within the power of the
Company and has been duly authorized by all necessary actions on the part of the Company (subject to section
3(d)). This Safe constitutes a legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general
application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
To its knowledge, the Company is not in violation of (i) its current certificate of incorporation or bylaws, (ii) any
material statute, rule or regulation applicable to the Company or (iii) any material debt or contract to which the
Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together
with all such violations or defaults, could reasonably be expected to have a material adverse effect on the
Company.
(c) The performance and consummation of the transactions contemplated by this Safe do not and will
not: (i) violate any material judgment, statute, rule or regulation applicable to the Company; (ii) result in the
acceleration of any material debt or contract to which the Company is a party or by which it is bound; or (iii) result
in the creation or imposition of any lien on any property, asset or revenue of the Company or the suspension,
forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business
or operations.
(d) No consents or approvals are required in connection with the performance of this Safe, other than:
(i) the Company’s corporate approvals; (ii) any qualifications or filings under applicable securities laws; and (iii)
necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1.
(e) To its knowledge, the Company owns or possesses (or can obtain on commercially reasonable
terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information, processes and other intellectual property rights necessary for its business as now conducted
and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
4. Investor Representations
(a) The Investor has full legal capacity, power and authority to execute and deliver this Safe and to
perform its obligations hereunder. This Safe constitutes valid and binding obligation of the Investor, enforceable
in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application
relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under
the Securities Act, and acknowledges and agrees that if not an accredited investor at the time of an Equity
Financing, the Company may void this Safe and return the Purchase Amount. The Investor has been advised that
this Safe and the underlying securities have not been registered under the Securities Act, or any state securities
laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state
securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing

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this Safe and the securities to be acquired by the Investor hereunder for its own account for investment, not as a
nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor
has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor
has such knowledge and experience in financial and business matters that the Investor is capable of evaluating
the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the
Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of
time.
5. Miscellaneous
(a) Any provision of this Safe may be amended, waived or modified by written consent of the
Company and either (i) the Investor or (ii) the majority-in-interest of all then-outstanding Safes with the same
“Post-Money Valuation Cap” and “Discount Rate” as this Safe (and Safes lacking one or both of such terms will
be considered to be the same with respect to such term(s)), provided that with respect to clause (ii): (A) the
Purchase Amount may not be amended, waived or modified in this manner, (B) the consent of the Investor and
each holder of such Safes must be solicited (even if not obtained), and (C) such amendment, waiver or
modification treats all such holders in the same manner. “Majority-in-interest” refers to the holders of the
applicable group of Safes whose Safes have a total Purchase Amount greater than 50% of the total Purchase
Amount of all of such applicable group of Safes.
(b) Any notice required or permitted by this Safe will be deemed sufficient when delivered personally
or by overnight courier or sent by email to the relevant address listed on the signature page, or 48 hours after
being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be
notified at such party’s address listed on the signature page, as subsequently modified by written notice.
(c) The Investor is not entitled, as a holder of this Safe, to vote or be deemed a holder of Capital Stock
for any purpose other than tax purposes, nor will anything in this Safe be construed to confer on the Investor, as
such, any rights of a Company stockholder or rights to vote for the election of directors or on any matter submitted
to Company stockholders, or to give or withhold consent to any corporate action or to receive notice of meetings,
until shares have been issued on the terms described in Section 1. However, if the Company pays a dividend on
outstanding shares of Common Stock (that is not payable in shares of Common Stock) while this Safe is
outstanding, the Company will pay the Dividend Amount to the Investor at the same time.
(d) Neither this Safe nor the rights in this Safe are transferable or assignable, by operation of law or
otherwise, by either party without the prior written consent of the other; provided, however, that this Safe and/or
its rights may be assigned without the Company’s consent by the Investor to any other entity who directly or
indirectly, controls, is controlled by or is under common control with the Investor, including, without limitation,
any general partner, managing member, officer or director of the Investor, or any venture capital fund now or
hereafter existing which is controlled by one or more general partners or managing members of, or shares the
same management company with, the Investor; and provided, further, that the Company may assign this Safe in
whole, without the consent of the Investor, in connection with a reincorporation to change the Company’s
domicile.
(e) In the event any one or more of the provisions of this Safe is for any reason held to be invalid,
illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions
of this Safe operate or would prospectively operate to invalidate this Safe, then and in any such event, such

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provision(s) only will be deemed null and void and will not affect any other provision of this Safe and the
remaining provisions of this Safe will remain operative and in full force and effect and will not be affected,
prejudiced, or disturbed thereby.
(f) All rights and obligations hereunder will be governed by the laws of the State of [Governing Law
Jurisdiction], without regard to the conflicts of law provisions of such jurisdiction.
(g) The parties acknowledge and agree that for United States federal and state income tax purposes
this Safe is, and at all times has been, intended to be characterized as stock, and more particularly as common
stock for purposes of Sections 304, 305, 306, 354, 368, 1036 and 1202 of the Internal Revenue Code of 1986, as
amended. Accordingly, the parties agree to treat this Safe consistent with the foregoing intent for all United States
federal and state income tax purposes (including, without limitation, on their respective tax returns or other
informational statements).
(Signature page follows)

IN WITNESS WHEREOF, the undersigned have caused this Safe to be duly executed and delivered.
[COMPANY]
By:
[name]
[title]
Address:
Email:
INVESTOR:
By:
Name:
Title:
Address:
Email:
[COMPANY NAME]

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SAFE
The “Post-Money Valuation Cap” is $[_____________]. See Section 2 for certain additional defined terms.
1. Events
closing of such Equity Financing, this Safe will automatically convert into the greater of: (1) the number of shares
of Standard Preferred Stock equal to the Purchase Amount divided by the lowest price per share of the Standard
Preferred Stock; or (2) the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by
the Safe Price.
In connection with the automatic conversion of this Safe into shares of Standard Preferred Stock or
Safe Preferred Stock, the Investor will execute and deliver to the Company all of the transaction documents related
to the Equity Financing; provided, that such documents are the same documents to be entered into with the
purchasers of Standard Preferred Stock, with appropriate variations for the Safe Preferred Stock if applicable, and
provided further, that such documents have customary exceptions to any drag-along applicable to the Investor,
including, without limitation, limited representations and warranties and limited liability and indemnification
obligations on the part of the Investor.

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The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common
Stock and other Safes and/or Preferred Stock who are also receiving Conversion Amounts or Proceeds on a similar
as-converted to Common Stock basis, and (B) junior to payments described in clauses (i) and (ii) above (in the
latter case, to the extent such payments are Cash-Out Amounts or similar liquidation preferences).
2. Definitions
“Company Capitalization” is calculated as of immediately prior to the Equity Financing and (without
double-counting):

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2. Includes all Converting Securities;
3. Includes all (i) issued and outstanding Options and (ii) Promised Options;
4. Includes the Unissued Option Pool; and
5. Excludes, notwithstanding the foregoing, any increases to the Unissued Option Pool (except to the
extent necessary to cover Promised Options that exceed the Unissued Option Pool) in connection
with the Equity Financing.
“Converting Securities” includes this Safe and other convertible securities issued by the Company,
including but not limited to: (i) other Safes; (ii) convertible promissory notes and other convertible debt
instruments; and (iii) convertible securities that have the right to convert into shares of Capital Stock.
“Liquidity Capitalization” is calculated as of immediately prior to the Liquidity Event, and (without
double- counting):
7. Includes all (i) issued and outstanding Options and (ii) to the extent receiving Proceeds, Promised
Options;
8. Includes all Converting Securities, other than any Safes and other convertible securities
(including without limitation shares of Preferred Stock) where the holders of such securities are
receiving Cash-Out Amounts or similar liquidation preference payments in lieu of Conversion
Amounts or similar “as-converted” payments; and
9. Excludes the Unissued Option Pool.
“Liquidity Price” means the price per share equal to the Post-Money Valuation Cap divided by the
Liquidity Capitalization.

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“Options” includes options, restricted stock awards or purchases, RSUs, SARs, warrants or similar
securities, vested or unvested.
“Promised Options” means promised but ungranted Options that are the greater of those (i) promised
pursuant to agreements or understandings made prior to the execution of, or in connection with, the term sheet
for the Equity Financing (or the initial closing of the Equity Financing, if there is no term sheet), or (ii) treated as
outstanding Options in the calculation of the Standard Preferred Stock’s price per share.
for purposes of price-based anti-dilution protection, which will equal the Safe Price; and (ii) the basis for any
dividend rights, which will be based on the Safe Price.
“Safe Price” means the price per share equal to the Post-Money Valuation Cap divided by the
Company Capitalization.
“Unissued Option Pool” means all shares of Capital Stock that are reserved, available for future grant
and not subject to any outstanding Options or Promised Options (but in the case of a Liquidity Event, only to the
extent Proceeds are payable on such Promised Options) under any equity incentive or similar Company plan.
Company.

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acceleration of any material debt or contract to which the Company is a party or by which it is bound; or (iii)
result in the creation or imposition of any lien on any property, asset or revenue of the Company or the suspension,
or operations.
time.
5. Miscellaneous

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domicile.

[COMPANY]
By:
[name]
[title]
Address:
Email:
INVESTOR:
By:
Name:
Title:
Address:
Email:
[COMPANY NAME]
SAFE

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1. Events
closing of such Equity Financing, this Safe will automatically convert into the number of shares of Standard
Preferred Stock equal to the Purchase Amount divided by the lowest price per share of the Standard Preferred
Stock.
In connection with the automatic conversion of this Safe into shares of Standard Preferred Stock, the
Preferred Stock, and provided further, that such documents have customary exceptions to any drag-along
applicable to the Investor, including, without limitation, limited representations and warranties and limited
liability and indemnification obligations on the part of the Investor.

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The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock and other
Safes and/or Preferred Stock who are also receiving Conversion Amounts or Proceeds on a similar as-converted
to Common Stock basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter case, to
the extent such payments are Cash-Out Amounts or similar liquidation preferences).
2. Definitions

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“Liquidity Price” means the fair market value of the Common Stock at the time of the applicable
Liquidity Event (determined by reference to the purchase price payable in connection with such Liquidity Event).
“Subsequent Convertible Securities” means convertible securities that the Company may issue after
the issuance of this instrument with the principal purpose of raising capital, including but not limited to, other
Safes, convertible debt instruments and other convertible securities. Subsequent Convertible Securities excludes:
(i) options issued pursuant to any equity incentive or similar plan of the Company; (ii) convertible securities
issued or issuable to (A) banks, equipment lessors, financial institutions or other persons engaged in the business
of making loans pursuant to a debt financing or commercial leasing or (B) suppliers or third party service
providers in connection with the provision of goods or services pursuant to transactions; and (iii) convertible
securities issued or issuable in connection with sponsored research, collaboration, technology license,
development, OEM, marketing or other similar agreements or strategic partnerships.
3. “MFN” Amendment Provision. If the Company issues any Subsequent Convertible Securities prior
to termination of this Safe, the Company will promptly provide the Investor with written notice thereof, together
with a copy of all documentation relating to such Subsequent Convertible Securities and, upon written request of

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the Investor, any additional information related to such Subsequent Convertible Securities as may be reasonably
requested by the Investor. In the event the Investor determines that the terms of the Subsequent Convertible
Securities are preferable to the terms of this instrument, the Investor will notify the Company in writing. Promp tly
after receipt of such written notice from the Investor, the Company agrees to amend and restate this instrument to
be identical to the instrument(s) evidencing the Subsequent Convertible Securities.
Company.
or operations.

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time.
6. Miscellaneous
Purchase Amount and Section 3 may not be amended, waived or modified in this manner, (B) the consent of the
Investor and each holder of such Safes must be solicited (even if not obtained), and (C) such amendment, waiver
or modification treats all such holders in the same manner. “Majority-in-interest” refers to the holders of the
domicile.

25

27
SAFE
THIS CERTIFIES THAT in exchange for the payment by [Investor Name] (the “Investor”) of $[__________]
(the “Purchase Amount”) on or about [Date of Safe], [Company Name], a [State of Incorporation] corporation
(the “Company”), issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the
terms described below.
The “Discount Rate” is [100 minus the discount]%.
See Section 2 for certain additional defined terms.
1. Events
closing of such Equity Financing, this Safe will automatically convert into the number of shares of Safe Preferred
Stock equal to the Purchase Amount divided by the Discount Price.
In connection with the automatic conversion of this Safe into shares of Safe Preferred Stock, the
Preferred Stock, with appropriate variations for the Safe Preferred Stock if applicable, and provided further, that
such documents have customary exceptions to any drag-along applicable to the Investor, including, without
limitation, limited representations and warranties and limited liability and indemnification obligations on the part
of the Investor.

28
The Investor’s right to receive its Conversion Amount is (A) on par with payments for Common Stock
and other Safes and/or Preferred Stock who are also receiving Conversion Amounts or Proceeds on a similar as-
converted to Common Stock basis, and (B) junior to payments described in clauses (i) and (ii) above (in the latter
case, to the extent such payments are Cash-Out Amounts or similar liquidation preferences).
2. Definitions

29
“Discount Price” means the lowest price per share of the Standard Preferred Stock sold in the Equity
Financing multiplied by the Discount Rate.
“Liquidity Price” means the price per share equal to the fair market value of the Common Stock at
the time of the Liquidity Event, as determined by reference to the purchase price payable in connection with such
Liquidity Event, multiplied by the Discount Rate.
for purposes of price-based anti-dilution protection, which will equal the Discount Price; and (ii) the basis for any
dividend rights, which will be based on the Discount Price.
“Standard Preferred Stock” means the shares of a series of Preferred Stock issued to the investors

30
Company.
or operations.

31
time.
5. Miscellaneous
domicile.

32
[COMPANY]
By:
[name]
[title]
Address:
Email:
INVESTOR:
By:
Name:
Title:
Address:

2
Email:
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 NVCA. 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.
TERM SHEET

3
Preliminary Note
This term sheet maps to the NVCA Model Documents, and for convenience the provisions are
grouped according to the particular Model Document in which they may be found. Although this
term sheet is perhaps somewhat longer than a "typical" VC Term Sheet, the aim is to provide a level
of detail that makes the term sheet useful as both a road map for the document drafters and as a
reference source for the business people to quickly find deal terms without the necessity of having to
consult the legal documents (assuming of course there have been no changes to the material deal
terms prior to execution of the final documents).

1
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 [and Counsel and Expenses] 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 due diligence,
legal review and documentation that is satisfactory to the Investors. This Term Sheet shall be
governed in all respects by the laws of [______________the ].1
Offering Terms
Closing Date: As soon as practicable following the Company’s acceptance of this
Term Sheet and satisfaction of the Conditions to Closing (the
“Closing”). [provide for multiple closings if applicable]
Investors: Investor No. 1: [_______] shares ([__]%), $[_________]
Investor No. 2: [_______] shares ([__]%), $[_________]
[as well other investors mutually agreed upon by Investors and the
Company]
Amount Raised: $[________], [including $[________] from the conversion of
principal [and interest] on bridge notes].2
Price Per Share: $[________] per share (based on the capitalization of the Company
set forth below) (the “Original Purchase Price”).
Pre-Money Valuation: The Original Purchase Price is based upon a fully-diluted pre-money
valuation of $[_____] and a fully-diluted post-money valuation of

2
$[______] (including an employee pool representing [__]% of the
fully-diluted post-money capitalization).
Capitalization: The Company’s capital structure before and after the Closing is set
forth on Exhibit A.
CHARTER3
Dividends: [Alternative 1: Dividends will be paid on the Series A Preferred on
an as-converted basis when, as, and if paid on the Common Stock]
[Alternative 2: The Series A Preferred will carry an annual [__]%
cumulative dividend [payable upon a liquidation or redemption]. For
any other dividends or distributions, participation with Common
Stock on an as-converted basis.] 4
[Alternative 3: Non-cumulative dividends will be paid on the Series
A Preferred in an amount equal to $[_____] per share of Series A
Preferred when and if declared by the Board.]
Liquidation Preference: In the event of any liquidation, dissolution or winding up of the
Company, the proceeds shall be paid as follows:
[Alternative 1 (non-participating Preferred Stock): First pay [one]
times the Original Purchase Price [plus accrued dividends] [plus
declared and unpaid dividends] on each share of Series A Preferred
(or, if greater, the amount that the Series A Preferred would receive
on an as-converted basis). The balance of any proceeds shall be
distributed pro rata to holders of Common Stock.]
[Alternative 2 (full participating Preferred Stock): First pay [one]
times the Original Purchase Price [plus accrued dividends] [plus
declared and unpaid dividends] on each share of Series A Preferred.
Thereafter, the Series A Preferred participates with the Common
Stock pro rata on an as-converted basis.]

3
[Alternative 3 (cap on Preferred Stock participation rights): First pay
[one] times the Original Purchase Price [plus accrued dividends] [plus
declared and unpaid dividends] on each share of Series A Preferred.
Thereafter, Series A Preferred participates with Common Stock pro
rata on an as-converted basis until the holders of Series A Preferred
receive an aggregate of [_____] times the Original Purchase Price
(including the amount paid pursuant to the preceding sentence).]
A merger or consolidation (other than one in which stockholders of
the Company own a majority by voting power of the outstanding
shares of the surviving or acquiring corporation) and a sale, lease,
transfer, exclusive license or other disposition of all or substantially
all of the assets of the Company will be treated as a liquidation event
(a “Deemed Liquidation Event”), thereby triggering payment of the
liquidation preferences described above [unless the holders of [___]%
of the Series A Preferred elect otherwise]. [The Investors' entitlement
to their liquidation preference shall not be abrogated or diminished in
the event part of the consideration is subject to escrow in connection
with a Deemed Liquidation Event.]5
Voting Rights: The Series A Preferred shall vote together with the Common Stock
on an as-converted basis, and not as a separate class, except (i) [so
long as [insert fixed number, or %, or “any”] shares of Series A
Preferred are outstanding,] the Series A Preferred as a class shall be
entitled to elect [_______] [(_)] members of the Board (the “Series A
Directors”), and (ii) as required by law. The Company’s Certificate
of Incorporation will provide that the number of authorized shares of
Common Stock may be increased or decreased with the approval of a
majority of the Preferred and Common Stock, voting together as a
single class, and without a separate class vote by the Common Stock.6
Protective Provisions: [So long as [insert fixed number, or %, or “any”] shares of Series A
Preferred are outstanding,] in addition to any other vote or approval
required under the Company’s Charter or Bylaws, the Company will
not, without the written consent of the holders of at least [__]% of the
Company’s Series A Preferred, either directly or by amendment,
merger, consolidation, or otherwise:
(i) liquidate, dissolve or wind-up the affairs of the Company, or
effect any merger or consolidation or any other Deemed

4
Liquidation Event; (ii) amend, alter, or repeal any provision of the
Certificate of Incorporation or Bylaws [in a manner adverse to the
Series A Preferred];7 (iii) create or authorize the creation of or
issue any other security convertible into or exercisable for any
equity security, having rights, preferences or privileges senior to
or on parity with the Series A Preferred, or increase the authorized
number of shares of Series A Preferred; (iv) purchase or redeem
or pay any dividend on any capital stock prior to the Series A
Preferred, [other than stock repurchased from former employees
or consultants in connection with the cessation of their
employment/services, at the lower of fair market value or cost;]
[other than as approved by the Board, including the approval of
[_____] Series A Director(s)]; or (v) create or authorize the
creation of any debt security [if the Company’s aggregate
indebtedness would exceed $[____][other than equipment leases
or bank lines of credit][unless such debt security has received the
prior approval of the Board of Directors, including the approval
of [________] Series A Director(s)]; (vi) create or hold capital
stock in any subsidiary that is not a wholly-owned subsidiary or
dispose of any subsidiary stock or all or substantially all of any
subsidiary assets; [or (vii) increase or decrease the size of the
Board of Directors].8
Optional Conversion: The Series A Preferred initially converts 1:1 to Common Stock at any
time at option of holder, subject to adjustments for stock dividends,
splits, combinations and similar events and as described below under
“Anti-dilution Provisions.”
Anti-dilution Provisions: In the event that the Company issues additional securities at a
purchase price less than the current Series A Preferred conversion
price, such conversion price shall be adjusted in accordance with the
following formula:
[Alternative 1: “Typical” weighted average:
CP2 = CP1 * (A+B) / (A+C)

5
CP2 = Series A Conversion Price in effect immediately
after new issue
CP1 = Series A Conversion Price in effect immediately prior
to new issue
A = Number of shares of Common Stock deemed to be
outstanding immediately prior to new issue (includes
all shares of outstanding common stock, all shares of
outstanding preferred stock on an as-converted basis,
and all outstanding options on an as-exercised basis;
and does not include any convertible securities
converting into this round of financing)9
B = Aggregate consideration received by the Corporation
with respect to the new issue divided by CP1
C = Number of shares of stock issued in the subject
transaction]
[Alternative 2: Full-ratchet – the conversion price will be reduced to
the price at which the new shares are issued.]
[Alternative 3: No price-based anti-dilution protection.]
The following issuances shall not trigger anti-dilution adjustment:10
(i) securities issuable upon conversion of any of the Series A
Preferred, or as a dividend or distribution on the Series A
Preferred; (ii) securities issued upon the conversion of any
debenture, warrant, option, or other convertible security; (iii)
Common Stock issuable upon a stock split, stock dividend, or any
subdivision of shares of Common Stock; and (iv) shares of
Common Stock (or options to purchase such shares of Common
Stock) issued or issuable to employees or directors of, or
consultants to, the Company pursuant to any plan approved by the
Company’s Board of Directors [including at least [_______]
Series A Director(s)].
Mandatory Conversion: Each share of Series A Preferred will automatically be converted into
Common Stock at the then applicable conversion rate in the event of
the closing of a [firm commitment] underwritten public offering with

6
a price of [___] times the Original Purchase Price (subject to
adjustments for stock dividends, splits, combinations and similar
events) and [net/gross] proceeds to the Company of not less than
$[_______] (a “QPO”), or (ii) upon the written consent of the holders
of [__]% of the Series A Preferred.11
[Pay-to-Play: [Unless the holders of [__]% of the Series A elect otherwise,] on any
subsequent [down] round all [Major] Investors are required to
purchase their pro rata share of the securities set aside by the Board
for purchase by the [Major] Investors. All shares of Series A
Preferred12 of any [Major] Investor failing to do so will automatically
[lose anti-dilution rights] [lose right to participate in future rounds]
[convert to Common Stock and lose the right to a Board seat if
applicable].]13
Redemption Rights:14 Unless prohibited by Delaware law governing distributions to
stockholders, the Series A Preferred shall be redeemable at the option
of holders of at least [__]% of the Series A Preferred commencing
any time after [________] at a price equal to the Original Purchase
Price [plus all accrued but unpaid dividends]. Redemption shall occur
in three equal annual portions. Upon a redemption request from the
holders of the required percentage of the Series A Preferred, all Series
A Preferred shares shall be redeemed [(except for any Series A
holders who affirmatively opt-out)].15
STOCK PURCHASE AGREEMENT
Representations and
Warranties:
Standard representations and warranties by the Company.
[Representations and warranties by Founders regarding technology

7
ownership, etc.].16 [Representations and warranties regarding
CFIUS.]17
[Regulatory Covenants
(CFIUS):
To the extent a CFIUS filing is or may be required: Investors and the
Company shall use reasonable best efforts to submit the proposed
transaction to the Committee on Foreign Investment in the United
States (“CFIUS”) and obtain CFIUS clearance or a statement from
CFIUS that no further review is necessary with respect to the parties’
[notice/declaration]]18
[Notwithstanding the previous sentence, Investors shall have no
obligation to take or accept any action, condition, or restriction as a
condition of CFIUS clearance that would have a material adverse
impact on the Company or the Investors’ right to exercise control over
the Company.]19
Conditions to Closing: Standard conditions to Closing, which shall include, among other
things, satisfactory completion of financial and legal due diligence,
qualification of the shares under applicable Blue Sky laws, the filing
of a Certificate of Incorporation establishing the rights and
preferences of the Series A Preferred, [the obtaining of CFIUS
clearance and/or a statement from CFIUS that no further review is
necessary,] 20 and an opinion of counsel to the Company.
Counsel and Expenses: [Investor/Company] counsel to draft Closing documents. Company to
pay all legal and administrative costs of the financing [at Closing],
including reasonable fees (not to exceed $[_____])and expenses of

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