Understanding Angel and Venture Term Sheets at Bingham McCutchen with Jason Rodriguez and Will Perkins This limited seat luncheon brings some of Boston’s most experienced attorneys to provide 2 hours of deep instruction to entrepreneurs struggling to understand the complexity of high growth investments. Sample terms sheets will be provided and analyzed. Working lunch programs are hosted by TCN’s professional service sponsors to provide tactical level information designed to accelerate the fundraising process. www.TheCapitalNetwork.org

1. Understanding Angel
and Venture Term
Sheets:
William Perkins, Partner
Jason Rodriguez, CounselAugust 15, 2013
A Play in Three Acts

2. CAST & SETTING
CAST
Entrepreneur..................................................................Jason Rodriguez
Jason, an engineer by training, spent many years in the labs of a large technology company. He is
now leading a group of his former work colleagues into a new tech start-up. Having spotted the
growing interest in electric cars, Jason and his team have developed a product that sits between the
power source (i.e., wall plug) and the car charging port that speeds charge times by 30%-50% (in
early lab tests of a crude prototype). SpeedyCharge needs $500-750,000 to develop a beta version
of the product and place it with a local electric car club who have signed on to beta test it.
Angel Investor........................................................................ Will Perkins
Will, a lawyer by training, now spends his time investing in early-stage growth companies as an angel
and, together with his group of old friends, functions almost as an angel fund.
SETTING
Having been introduced through a mutual connection, Jason and Will are meeting in person for the first time
at a local craft beer hall to discuss and negotiate terms for an angel investment round led by Will. Prior to
this meeting, Jason and Will had a long “meeting” via teleconference where Jason walked Will through
SpeedyCharge’s pitch deck and his business model. Will showed a willingness to invest, but Will wanted to
meet in person to negotiate terms.

3. ACT I
Will and Jason meet at The Beer Hall and jump right into their negotiation. Things quickly
turn to valuation...
Key Terms*
• LLC ❒
• Corporation ❒
• Founders ❒
• Valuation ❒
• Cap Table ❒
• Pre-money ❒
• Post-Money ❒
• Convertible Notes ❒
• Preferred Stock ❒
*Engineered for Term Bingo! Play along...

4. ACT II
With valuation and the structure set, Will and Jason turn to other terms and topics...
Key Terms
• Option Pool ❒
• Vesting ❒
• Participating preferred ❒
• Dividends ❒
• Anti-dilution ❒
• Weighted-average ❒
• Full ratchet ❒
• Pre-emptive rights ❒
• Blocking rights ❒
• Protective provisions ❒
• ROFR ❒
• Co-sale ❒
• Drag ❒

5. ACT III
Things are wrapping up...
Key Terms
• Board seat ❒
• Observer ❒
• Information rights ❒
• Timing ❒
• Drafting ❒
• Counsel ❒
• Expenses ❒

6. Other Resources
• The National Venture Capital Association’s “‘template’ set of model legal documents for
venture capital investments” are available at:
http://www.nvca.org
• Series Seed documents are designed to simply seed rounds and are almost “venture-
lite” documents. They are available at:
http://www.seriesseed.com
• The model documents, while instructive and prepared with some helpful annotations, are
no substitute for a thorough discussion/translation by your own counsel

7. Bingham Offices

8. Why Bingham for Emerging Growth
Companies?
• Recognized as having a National Tier 1 Venture Capital
Practice for 2013 by Best Lawyers/U.S News and World Report
• Regularly refer prospective investment opportunities to our
venture capital clients and contacts
• International funds experience
• Clients rely on us not only for legal advice but also for a
reasonable, practical approach
• Extensive corporate and operational experience
• We bring the “A Team”
• No “bait and switch”
• Focus on value added, cost-effective services

9. • Bingham has extensive experience representing early
stage companies in:
• Formation
• Financing
• Licensing and technology transfer
• Patent strategy and prosecution
• Commercial contracts
• Equity plans
• We also represent venture capital funds in:
• Organizational matters
• Negotiating and documenting their investments in portfolio companies
• Representing clients in multiple rounds of preferred stock and other
financings
• Investing in “seed” stage, mid-stage and later-stage companies
Why Bingham for Emerging
Growth Companies?

10. Representative Venture and Emerging
Growth Company Clients

11. Representative Technology Clients

12. Helping Companies Through Their Lifecycle
Formation
Financing
IPO
Sale

13. What People are Saying about Us...
Recognized by
Chambers USA as
having a “‘stellar’
corporate team” that
produces “work of an
‘extremely high
quality’” as well as
noted for having
“broad geographical
client reach”
-Chambers USA
"The 'strong
middle-market M&A
practice' at
Bingham
McCutchen LLP
impresses in terms
of strength and
depth, with
experience in a
variety of industries
across diverse
geographies.”
-Legal 500
Recognized as having National
Tier 1 Venture Capital and Technology Practices
- US News and World Report and Best Lawyers
" They're extremely
efficient, analytical
and strategic. Very
good at distilling the
legal matters and
separating the
business matters.
They don't create
barriers to getting
deals done."
-Chambers USA

14. Will Perkins
Will Perkins concentrates his practice on general corporate matters and licensing matters, with an
emphasis on strategic investments, mergers and acquisitions, structuring and financing new
ventures, and public and private offerings of securities, including representation of both financial and
strategic buyers. He represents both public and private companies, as well as private equity funds, in
a wide range of transactions including venture capital financings; in-licensing and out-licensing
transactions; product manufacturing and distribution arrangements and initial public offerings and
follow-on public offerings of equity and debt securities.
Jason Rodriguez
Jason Rodriguez advises public, private and emerging companies on a broad range of corporate
matters with a focus on venture capital transactions, mergers and acquisitions, joint venture
transactions, licensing transactions, and equity and debt financings. His work covers various
industries, including telecommunications, life sciences, high technology, Internet services,
broadcasting, software and publishing.
.

15. William S. Perkins
Partner
617-951-8574
william.perkins@bingham.com
Thank You
and
Good Luck!
Jason Rodriguez
Counsel
617-951-8182
jason.rodriguez@bingham.com