Захід нового формату Комітету з питань телекомунікацій, інформаційних технологій та Інтернету про складні речі зрозумілою мовою, 04.11.2016, м.Київ.

7. Case #1_Seed

8. THIS TERM SHEET DOES NOT CONSTITUTE AN OFFER
________, Inc.
Memorandum of Terms for Financing
This memorandum summarizes the principal terms proposed by ______., a Delaware corporation (the
“Company”), with respect to the issuance of convertible promissory notes (the “Financing”) to certain
investors (the “Purchasers”).
Definitive Agreements The Company will sell Convertible Promissory Notes (the “Notes”), to one
or more Purchasers acceptable to the Company. Each Note shall be issued
and sold pursuant to a convertible note purchase agreement containing
customary representations and warranties of the Company and the Purchasers
to be prepared by the Company’s legal counsel (the “Note Purchase
Agreement”).
Interest The interest rate of the Notes shall be 5% per annum. Simple interest will
accrue on the outstanding principal but not become payable until the date of
maturity.
Maturity The Notes will become due and payable in full on the second anniversary of
date of the execution of the Note Purchase Agreement.
Automatic Conversion on a
Qualified Financing
Upon the closing by the Company of an equity financing in which the
Company receives gross proceeds of at least $250,000, not including as a
result of the conversion of the Notes or other indebtedness ( such event, a
“Qualified Financing”), all outstanding principal and interest on each Note
will automatically convert into shares of the equity security sold in the
Qualified Financing at a price per share equal to the lesser of (i) the price per
share paid by the investors in the Qualified Financing less the applicable
Conversion Discount Price (as defined below), and the (ii) Capped Price as
defined below. The “Capped Price” shall be equal to the per share price
implied by a fully-diluted, pre-money valuation of $3,000,000 (which
valuation includes any increase to the option pool made prior to or at the
time of such financing and all other rights to acquire capital stock of the
Company outstanding at the time of such financing). The “Conversion
Discount” shall equal 20%.
Sale of Company In the event of a sale of the Company prior to conversion or repayment of the
Notes, Purchasers will receive in preference to the holders of the Common
Stock the greater of (i) their principal (plus any unpaid interest), or (ii) the
amount they would receive if the principal and interest outstanding on the
Notes were converted into shares of the Company’s common stock at a
conversion price per share equal to the Sales Price, effective immediately

9. • Barbudev vs. Eurocom Cable Management Bulgaria
EOOD
• Copeland v. Baskin Robbins, 96 Cal. App. 4th 1251,
117 Cal. Rptr. 2d 875 (2002), the California Court of
Appeal
• PharmAthene, Inc. v. SIGA Technologies, Inc.;

10. Convertible note