This limited-seat luncheon brings some of Boston’s most experienced attorneys to provide two 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.

1. Term Sheet
Fundamentals:
A Play in Three Acts
William S. Perkins, Partner
Jason M. Rodriguez, Counsel

2. WHO ARE WE?
Will Perkins
Will Perkins concentrates his practice on general corporate matters and licensing matter, 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; inlicensing and out-licensing transactions; product manufacturing and distribution arrangements
and initial public offerings and follow-on public offerings of equity and debt securities.
Jason M. 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. He provides pro bono services to nonprofit
organizations through the Lawyers Clearinghouse on Affordable Housing and Homelessness
Inc. and the Boston Bar Association Business Law Pro Bono Project.

3. OUR DAY JOBS

4. WHO ARE WE TODAY?
Entrepreneur........................................................Jason Rodriguez
Jason, an engineer by training, spent many years in the labs of a large technology
company. He is now leading a few of his former work colleagues into a new tech startup. Having spotted the growing interest in electric cars, Jason and his team have
developed a product that sits between the power source (e.g., wall plug) and the
charging port on the vehicle and speeds up charge times by 30%-50% (in early lab
tests of a crude prototype). SpeedyCharge needs $500k-750k to develop a beta
version of its product and place it with a local, electric car club, which has signed on to
beta test it.
Serial Angel Investor...................................................Will Perkins
Will, a lawyer by training, now spends his time investing in early-stage growth
companies – while appropriately still referred to as an angel, together with his group of
old friends, he functions almost as an angel fund of sorts.

5. SETTING
Previously...
Originally introduced by email through a mutual connection, Jason and Will had a long
teleconference where Jason talked will through SpeedyCharge’s pitch deck and its business
model. Will expressed an interest in investing, subject to meeting in person to discuss and
negotiate agreeable terms.
Now...
Jason and Will are meeting in person for the first time at a local craft beer hall to discuss and
negotiate terms for Will’s angel investment.

6. ACT I
Will and Jason meet at The Beer Hall and jump right into their negotiation. Things quickly
turn to valuation...
Key Terms
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LLC
Corporation
Founders
Valuation
Cap table
Pre-money
Post-money
Convertible notes
Preferred stock
Priced round
Conversion cap
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7. ACT II
With valuation and structure settled, Will and Jason turn to other key terms and topics...
Key Terms
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Option Pool
Vesting
Pre-emptive rights
Blocking rights
Protective provisions
Board seat
Observer
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8. ACT III
Things are wrapping up...
Key Terms
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Information rights
Timing
Drafting
Counsel
Expenses
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9. ACT IV
What didn’t come up...
Key Terms
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Dividends
Participating preferred
Anti-dilution
Weighted-average
Registration rights
Full ratchet
ROFR
Co-sale
Drag
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10. Other Resources
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The National Venture Capital Association’s “‘template’ set of model legal documents for
venture capital investments” are available at:
http://www.nvca.org
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Series Seed documents are designed to simplify standard venture investment legal
documents for seed rounds and are almost “venture-lite” documents. They are available
at:
http://www.seriesseed.com
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These model documents, while instructive and prepared in some cases with helpful
annotations, are no substitute for a thorough discussion/translation by your own counsel

11. Thank You
and
Call us! We genuinely love
these topics and are always
happy to brainstorm and
answer questions.
William S. Perkins
Partner
617-951-8574
william.perkins@bingham.com
Jason M. Rodriguez
Counsel
617-951-8182
jason.rodriguez@bingham.com

12. Bingham Offices