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Please fill in the blank where it is highlighted blue. I have attached the prompt, let me know if more information is needed. Thank you

Please fill in the blank where it is highlighted blue. I have attached the prompt, let me know if more information is needed. Thank you
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Congratulations! You've decided to become an entrepreneur and start your own customized augmented reality platform through your company BLAW Corp, a New Mexico corporation. Your product applies a Snapchat like filter on Zoom meetings that makes users look like they are wearing business clothes not sweats. After receiving $100k in Investments from your friends in family, you've developed a relationship with a high net worth angel investor, Angela Vester who typically invests in augmented reality solutions Currently, your company ownership as follows. Shareholders Alex F. Cofounder) Sidney D. (Cofounder) Ridley S. (Investor) Gene F. (Investor Charlie T. (Early Employee Common Shares Owned 475,000 400,000 50,000 50,000 25,000 Ownership 47.5% 40% 5% 596 2.5% Angela wants to invest in a Series Seed Preferred equity round for BLAW Corp. She will invest $200,000 at a $1,000,000 pre-money valuation. The round will be performed February 2021. Her requirements for the investment are: The deal must be fully negotiated by January 15, 2021; 1. That her investment qualifies her as a major investor 2. The Series Seed Preferred shareholders get to elect one board member; 3. She receives a board seat; 4. If the company winds down, she will receive 1.5x the purchase price; 5. The company cannot, without written Series Seed Preferred shareholder approval, take on any debts exceeding $100,000; 6. The company cannot, without written Series Seed Preferred shareholder approval, increase or decrease the size of the Board of Directors: 7. The company shall be responsible for legal fees for the transaction and the fees cannot exceed $15,000 8. That she receives the following "pro rata rights": 1 "All Major Investors shall have a pro rata right, based on their percentage equity ownership in the Company (assuming the conversion of all outstanding Preferred Stock into Common Stock and the exercise of all options outstanding under the Company's stock plans), to participate in subsequent issuances of equity securities of the Company (excluding those issuances listed at the end of the "Anti-dilution Provisions' section of this Term Sheet. In addition, should any Major Investor choose not to purchase its full pro rata share the remaining Major investors shall have the right to purchase the remaining pro rata shares." 9. That the Board of Directors meets quarterly: 10. That the company take out key person insurance for the two cofounders: 11. Drag along and rights of co-sale apply to holders of greater than 5% of stock and 12. The company is not allowed to speak to other investors except Arrowhead Innovation Fund. Fill in the blanks in the term sheet to meets her requirements. You will need to determine the price per share and fill out the post capitalization (post investment) cap table in Exhibit A to show the equity breakdown in the company. of options) shall be required to enter into an agreement with the Investors that provides that such stockholders will vote their shares in favor of a Deemed Liquidation Event or transaction in which 50% or more of the voting power of the Company is transferred and which is approved by the Board of Directors and the holders of 50% of the outstanding shares of Preferred Stock, on an as-converted basis (the "Electing Holders'), so long as the liability of each stockholder in such transaction is several (and not joint) and does not exceed the stockholder's pro rata portion of any daim and the consideration to be paid to the stockholders in such transaction will be allocated as if the consideration were the proceeds to be distributed to the Company's stockholders in a liquidation under the Company's then-current Certificate of Incorporation. OTHER MATTERS The Company agrees to work in good faith expeditiously towards a closing. The Company and the Founders agree that they will not, for a period of thirty days from the date these terms are accepted, take any action to solicit initiate, encourage or assist the submission of any proposal, negotiation or offer from any person No Shop/Confidentiality: or entity other than the Investors relating to the sale or issuance, of any of the capital stock of the Company or the acquisition, sale. lease, license or other disposition of the Company or any material part of the stock or assets of the Company and shall notify the Investors promptly of any inquiries by any this parties in regards to the foregoing. The foregoing sentence shall specifically exclude any conversations with This Term Sheet expires on Expiration: at 5:00 pm central time if not accepted by the Company by that date. EXECUTED THIS 11TH DAY OF NOVEMBER, 2020. [SIGNATURE BLOCKS EXHIBIT A Pre and Post-Financing Capitalization Shareholder Post-Financing # of Common # of Preferred % of Shares Shares Total Alex F. (Cofounder) Sidney D. (Cofounder) Ridley S. (Investor) Gene F. (Investor) Charlie T. (Early Employee) Angela Vester Totalso Pre-Financing # of Common% Shares 475,000 47.5% 400,000 40% 50,000 5% 50,000 5% 25,000 2.5% n 0 1,000,000 100%

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