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.

1. © Morgan, Lewis & Bockius
Understanding Angel
and Venture Term Sheets:
A Play in Three Acts
December 16, 2014
William Perkins, Partner
Jason Rodriguez, Associate

2. © Morgan, Lewis & Bockius 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. © Morgan, Lewis & Bockius 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 ❒
• Priced round ❒
• Conversion cap ❒

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ACT II
With valuation and structure settled, Will and Jason turn to other key terms and topics...
Key Terms
• Option Pool ❒
• Vesting ❒
• Pre-emptive rights ❒
• Blocking rights ❒
• Protective provisions ❒
• Board seat ❒
• Observer ❒

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

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ACT IV
What didn’t come up...
Key Terms
• Dividends ❒
• Participating ❒
preferred
• Anti-dilution ❒
• Weighted-average ❒
• Registration rights ❒
• Full ratchet ❒
• ROFR ❒
• Co-sale ❒
• Drag ❒

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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

8. © Morgan, Lewis & Bockius 8
William S. Perkins
Partner
617-951-8574
william.perkins@morganlewis.com
Thank You
and
Call us! We genuinely love
these topics and are always
happy to brainstorm and
answer questions.
Jason Rodriguez
Associate
617-951-8182
jason.rodriguez@morganlewis.com

9. © Morgan, Lewis & Bockius
9
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These materials may be considered advertising in some jurisdictions. Prior results discussed in the material do not guarantee similar
outcomes. The photos in this material are dramatizations.
© 2014 Morgan, Lewis & Bockius LLP