Michigan Term Sheet - Royalty Payment Convertible Note

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US-ENTREP-0049-1
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This Term Sheet summarizes the principal terms with respect to a potential private placement of equity securities of a "Company") by a group of investors ("Investors") led by a Venture Fund. This Term Sheet is intended solely as a basis for further discussion and is not intended to be and does not constitute a legally binding obligation except as provided under "Confidentiality," "Exclusivity", and "Expenses" below. No other legally binding obligation will be created, implied or inferred until a document in final form entitled "Stock Purchase Agreement" is executed and delivered by all parties. Without limiting the generality of the foregoing, it is the parties intent that, until that event, no agreement shall exist among them and there shall be no obligations whatsoever based on such things as parol evidence, extended negotiations, "handshakes," oral understandings, courses of conduct (including reliance and changes of position), except as provided under "Confidentiality," "Exclusivity", and "Expenses" below.

The Michigan Term Sheet — Royalty Payment Convertible Note is a legal document that outlines the terms and conditions of a financial agreement between a company and an investor. This type of note provides a unique mechanism for payments by combining both royalty payments and the option for conversion into equity at a later stage. The Michigan Term Sheet — Royalty Payment Convertible Note is designed to provide flexibility for both the investor and the company. It allows the investor to receive regular royalty payments based on a percentage of the company's revenue or profit. These payments can help the investor realize a return on their investment without having to wait for a liquidity event, such as an IPO or acquisition. In addition to royalty payments, the Michigan Term Sheet — Royalty Payment Convertible Note also offers the investor the option to convert their investment into equity shares of the company. This conversion can happen at a predetermined conversion price or a formula based on the company's valuation at the time of conversion. By providing this conversion feature, the note offers the potential for additional returns if the company performs well and its value increases over time. There may be different types of Michigan Term Sheet — Royalty Payment Convertible Notes, each with its own specific terms and conditions. For example, some notes may have a fixed royalty payment percentage, while others may have a sliding scale that adjusts based on the company's revenue or profit. The conversion terms may also vary, such as having a fixed conversion price or a formula that takes into account the company's valuation or performance metrics. Overall, the Michigan Term Sheet — Royalty Payment Convertible Note is a unique financial instrument that provides a combination of regular royalty payments and the opportunity for equity participation. This type of note offers flexibility for both the investor and the company, allowing for potential returns and aligning the interests of both parties.

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Discount. The discount rate, typically 15% to 25% percent, gets applied to the per-share price of the new investor. For example, let's say your convertible note had a 20% discount and the new investors are paying $1 per share. The convertible note investor will convert at $0.80 per share.

Typical terms of convertible notes are: interest rate, maturity date, conversion provisions, a conversion discount, and a valuation cap.

In recent years, SAFEs have become the most common convertible instrument due to their relative simplicity. Like convertible notes, SAFEs convert into stock in a future priced round. Unlike convertible notes, they are not debt and do not require the company to pay back the investment with interest.

Although it is customary to forego a term sheet, in some cases it may be required if the parties need to negotiate certain terms. It can be advantageous to use a term sheet for the company to easily summarize the terms of the notes for potential other investors purchasing a convertible note.

So the cash coming in from your convertible note will generally equate to the liability that you add to the balance sheet. And, if your accounting is doing a good job, the accrued interest is a non-cash expense that flows through your income statement and impacts your accumulated net income in the equity section.

Common provisions of a convertible debt financing include: The interest rate. Usually somewhere between 4% and 8%. The maturity date. Usually 12?24 months. A mandatory conversion paragraph. ... An optional conversion paragraph. ... A change of control provision. ... A conversion discount. ... A valuation cap. ... An amendment provision.

EXAMPLE: A startup company with 1,000,000 shares of common stock closes a seed funding round of $1,000,000 in the form of a convertible note, with a valuation cap of $5,000,000 pre-money valuation on the next round of financing.

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Review the form by reading the description and using the Preview feature. Hit Buy Now if it is the template you want. Generate your account and pay via PayPal ... A line-by-line explanation of a convertible note term sheet to prepare new entrepreneurs to understand and negotiate convertible debt terms ...[ii]. Begin by filling out a Term Sheet. ▫ A term sheet is usually a non-binding agreement outlining the basic terms and conditions of the investment. It ... Nov 21, 2022 — Licensee will be entitled to deduct, from the cumulative royalties otherwise due Licensor in respect of Net Sales of Licensed Products, [X%] of ... ... in right of payment with the existing 4.95% Convertible Notes. Upon the issuance of the Notes offered hereby, the outstanding aggregate principal amount of ... A royalty agreement is a contract that grants a licensee the right to use, create, distribute, or sell a licensor's product, service, or intellectual ... Sep 12, 2017 — Typically , a convertible note carries a fixed sum due, an interest rate (that may accrue and be delayed in payment for some period of time), and a conversion ... The Notes are convertible the next round of preferred stock issued by the Company in an equity financing in which the Company raises at least $ [2,000,000] ( ... Nov 6, 2020 — Signing a term sheet for a convertible note is a kind of a no-strings-attached agreement, between a startup and investors. FORM SUMMARY. This form is a financing term sheet for convertible notes issued in connection with the seed-stage financing of a start-up company.

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Michigan Term Sheet - Royalty Payment Convertible Note