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It specifies the investment amount and percentage of issued share capital, tax-qualifying advance assurances to HMRC, pre-money valuation and issue price mechanics, and conditions including due diligence, anti-money laundering checks, and SEIS clearance. It also covers shareholding structure, vesting with a cliff for the CMO, investor board observer rights, warranties and information rights, confidentiality, governing law, and completion timing.","STRICTLY PRIVATE AND CONFIDENTIAL\nNOT TO BE DISCLOSED OR\nDISTRIBUTED TO THIRD PARTIES\nTERM SHEET: OFFER OF ORDINARY SHARES IN [INSERT COMPANY NAME] LTD PURSUANT TO THE SEED ENTERPRISE INVESTMENT SCHEME\nWe, [INSERT NAMES] (“Founders”) on behalf of [INSERT NAME] (\"Company\") are pleased to present to potential investors our proposal for an investment in the Company on the following terms:\nInvestment\nInvestment: The Company is seeking a first round equity investment of £[INSERT AMOUNT] in return for the issue of new ordinary shares in the Company which shall amount to [INSERT FIGURE]% of the Company’s total issued share capital (\"Investment\"). The Investment shall qualify for tax relief pursuant to the Seed Enterprise Investment Scheme (“SEIS”) and the Founders shall make an advance assurance application to HMRC. Completion of the Investment shall be conditional on the Company receiving such clearance.\nShareholdings and Directorships: Prior to completion, the entire issued share capital of the Company is held by the Founders whereby [INSERT NAME] (“CEO”) owns [INSERT NUMBER] ordinary shares, [INSERT NAME] (“CTO”) owns [INSERT NUMBER] ordinary shares and [INSERT NAME] (“CMO”) owns [INSERT NUMBER] ordinary shares. The CMO’s shareholding is subject to a [INSERT YEARS] vesting period with a [INSERT MONTHS] cliff at the end of the first year. At present the CEO and CTO are the only directors of the Company, although the CMO may also be appointed a director in the future. The investors will receive a total of [INSERT NUMBER] shares pursuant to this round (“Investor Shares”).\nValuation: The Investment will be at a pre-money valuation of £[INSERT FIGURE]. The Investor Shares shall be issued at a price per share of £[INSERT FIGURE], with a post money valuation of £[INSERT FIGURE], while the post money valuation including the option pool shall be £[INSERT FIGURE]. At completion of the Investment, an employee option pool (in respect of [INSERT NUMBER] ordinary shares) equal to [INSERT FIGURE]% of the equity shares in issue immediately following completion will be created. The Investors will hold no less than [INSERT FIGURE]% of the issued share capital of the Company on a fully diluted basis on completion of the Investment (also taking into account the option pool).\nDraw down: The Investment will be made in full at completion.\nUse of proceeds: The proceeds from the Investment shall be used for the Company's working capital requirements in furtherance of the Business Plan.\nCompletion date: The estimated completion date is [INSERT DATE].\nConditions of Investment\nThe Investment is conditional on:\nnegotiation of definitive legal documents, including a comprehensive subscription and shareholders’ agreement to be prepared by the Company’s solicitors (“Investment Agreement”);\nsatisfactory completion of due diligence and anti-money laundering checks;\nall employees and subcontractors of the Company having entered into agreements containing intellectual property provisions;\nreceipt of advance SEIS clearance from HM Revenue & Customs; and\nreceipt of all necessary consents.\nTerms of Investment\nWarranties: The Company will provide the investors with customary warranties including without limitation those set out in appendix 2. The Company will be liable up to the amount of the Investment in respect of the warranties, although where necessary the warranties will also be qualified clearly and accurately in a disclosure letter provided to the investors at completion.\nInvestor board observer:  So long as the investors hold at least 20% of the issued shares in the Company the investors will have the right to appoint a non-voting observer (“Board Observer”) to attend Board meetings who on behalf of the investors shall be supplied with all relevant financial and operational data in respect of the Company.\nBoard: The Board on completion will consist of the CEO and CTO (the CMO may be appointed at a future date). Board meetings will be held at intervals of not mo","cbCaijOuoPUl3K5G","https://ap.wps.com/l/cbCaijOuoPUl3K5G","docx",37747,8,"English","en",105,"# Investment\n## Investment\n## Shareholdings and Directorships\n## Valuation\n## Draw down\n## Use of proceeds\n## Completion date\n# Conditions of Investment\n# Terms of Investment\n## Warranties\n## Investor board observer\n## Board\n## Important decisions\n## Information rights\n## Obligations of the Founders\n## Shares held by the Founders\n## SEIS obligations\n## Costs\n# Confidentiality\n# Applicable law\n# Expiry date","[{\"question\":\"What investment size and equity percentage does the term sheet require?\",\"answer\":\"The Company seeks a first-round equity investment of £[INSERT AMOUNT], issued as new ordinary shares totaling [INSERT FIGURE]% of the Company’s total issued share capital.\"},{\"question\":\"What conditions must be met before completion of the investment?\",\"answer\":\"Completion depends on negotiating definitive legal documents, completing due diligence and anti-money laundering checks, ensuring IP provisions in employee and subcontractor agreements, receiving advance SEIS clearance from HMRC, and obtaining all necessary consents.\"},{\"question\":\"What governance and information rights do investors receive?\",\"answer\":\"If investors hold at least 20% of issued shares, they may appoint a non-voting observer to attend board meetings. 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