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. Experts: Will Perkins – Bingham McCutchen Jason Rodriguez – Bingham McCutchen Siena Colegrave – Bingham McCutchen

1. Understanding Angel
and Venture Term
Sheets:
William Perkins, Partner
Jason Rodriguez, Counsel
Siena Colegrave, Associate
A Play in Three Acts
September 11, 2014

2. CAST & SETTING
CAST
Entrepreneurs....................................Jason Rodriguez; Siena Colegrave
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, along with his co-founder Siena, 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. 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 ❒

4. 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 ❒

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

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

7. 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. Bingham Offices

9. Why Bingham for Emerging Growth
Companies?
• Recognized as having a National Tier 1 Venture Capital Practice
for 2014 by Best Lawyers/U.S News and World Report
• Regularly refer prospective investment opportunities to our venture
capital clients and contacts
• International funds experience
• Clients rely on us not only for legal advice but also for a
reasonable, practical approach
• Extensive corporate and operational experience
• We bring the “A Team”
• No “bait and switch”
• Focus on value added, cost-effective services

10. Why Bingham for Emerging Growth
Companies?
• Bingham has extensive experience representing early stage
companies in:
• Formation
• Financing
• Licensing and technology transfer
• Patent strategy and prosecution
• Commercial contracts
• Equity plans
• We also represent venture capital funds in:
• Organizational matters
• Negotiating and documenting their investments in portfolio companies
• Representing clients in multiple rounds of preferred stock and other
financings
• Investing in “seed” stage, mid-stage and later-stage companies

11. Representative Venture and Emerging
Growth Company Clients

12. Representative Large Tech Clients

13. 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 Rodriguez
Counsel
617-951-8182
jason.rodriguez@bingham.com

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