Term sheets got you tearing your hair out? Come to Understanding Angel & Venture Term Sheets: A Play In 3 Acts where you will experience an in-depth discussion hosted by some of Boston’s most experienced attorneys. Through re-enactment of negotiations, you’ll understand how all parties: entrepreneurs, engineers and investors understand this process from their own perspectives. High growth investments are complex: but rest assured this workshop will cut through it all to help you understand what it means for you.

1. 1
SEED (AND VENTURE) FINANCING
A PLAY IN THREE ACTS
MARCH 7, 2017
Will Perkins, Partner
Dinesh Melwani, Partner
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CAST
Founder #1: Dinesh Melwani
Dinesh has spent many years in business development at a large technology company, TechCo. He and
Stef are contemplating leaving to launch a new tech start-up, SpeedyCharge. Dinesh has estimated that
SpeedyCharge needs between $750,000 to $1,000,000 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.
Founder #2: Stef Lefebvre
Stef, like Dinesh, has spent many years at TechCo, in engineering. He and Dinesh met about six months
ago and discovered a mutual interest in electric cars. Stef was working on an idea at night and on
weekends that addressed charging times for electric vehicles. Having spotted the growing interest in
electric cars, Dinesh and Stef started further work to develop 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).
Seed Investor: Will Perkins
Will, a lawyer by training, now spends his time investing in early-stage growth companies, and together
with his group of old friends, coordinates their angel/seed investments.

2. 2
3
SETTING
Previously...
Originally introduced by email through a mutual connection, Dinesh and Will had a
long teleconference where Dinesh 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 at BeerHall...
Dinesh and Will are meeting in person for the first time at a local craft beer pub to
discuss and negotiate terms for Will’s seed investment.
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SPEEDYCHARGE

3. 3
SPEEDY-CHARGE, INC.
Model of Capitalization Table
as of February 29, 2016
SERIES SEED
Pre-Money
Type Shares Options Total %
Class and Series of Capital Stock:
Common Stock
Founders 900,000 900,000 100.0%
Total 900,000 0 900,000 100%
SPEEDY-CHARGE, INC.
Model of Capitalization Table
as of February 29, 2016
SERIES SEED
Pre-Money
Type Shares Options Total %
Class and Series of Capital Stock:
Common Stock
Founders 900,000 900,000 90.0%
Option, Warrants and Other Securities:
Equity Incentive Plan
Granted/Committed - - 0.0%
Available for Grant (*) 100,000 100,000 10.0%
Total 900,000 100,000 1,000,000 100%

4. 4
SPEEDY-CHARGE, INC.
Model of Capitalization Table
as of January 19, 2016
SERIES SEED
Pre-Money Post-Money
Type Shares Options Total % Shares Options Total %
Class and Series of Capital Stock:
Common Stock
Founders 900,000 900,000 90.0% 900,000 900,000 60.0%
Others - - 0.0% 0 0 0.0%
Series Seed Preferred Stock 500,000 500,000 33.3%
Option, Warrants and Other Securities:
Equity Incentive Plan
Granted/Committed 0 - 0.0% 0 - 0.0%
Available for Grant (*) 100,000 100,000 10.0% 100,000 100,000 6.7%
Plan Increase, Seed 0 - 0.0% 0 - 0.0%
Total 900,000 100,000 1,000,000 100% 1,400,000 100,000 1,500,000 100%
SPEEDY-CHARGE, INC.
Model of Capitalization Table
as of January 19, 2016
SERIES SEED
Pre-Money Post-Money
Type Shares Options Total % Shares Options Total %
Class and Series of Capital Stock:
Common Stock
Founders 900,000 900,000 90.0% 900,000 900,000 54.6%
Others - - 0.0% 0 0 0.0%
Series Seed Preferred Stock 500,000 500,000 30.4%
Option, Warrants and Other Securities:
Equity Incentive Plan
Granted/Committed 0 - 0.0% 0 - 0.0%
Available for Grant (*) 100,000 100,000 10.0% 100,000 100,000 6.1%
Plan Increase, Seed 147,059 147,059 8.9%
Total 900,000 100,000 1,000,000 100% 1,400,000 247,059 1,647,059 100%

5. 5
SPEEDY-CHARGE, INC.
Model of Capitalization Table
as of January 19, 2016
SERIES SEED
Pre-Money Post-Money
Type Shares Options Total % Shares Options Total %
Class and Series of Capital Stock:
Common Stock
Founders 900,000 900,000 77.5% 900,000 900,000 51.7%
Others - - 0.0% 0 0 0.0%
Series Seed Preferred Stock 580,645 580,645 33.3%
Option, Warrants and Other Securities:
Equity Incentive Plan
Granted/Committed 0 - 0.0% 0 - 0.0%
Available for Grant (*) 100,000 100,000 8.6% 100,000 100,000 5.7%
Plan Increase, Seed 161,290 161,290 13.9% 161,290 161,290 9.3%
Total 900,000 261,290 1,161,290 100% 1,480,645 261,290 1,741,935 100%
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ACT I
• Angel/seed/VC ❒
• Valuation ❒
• Cap table ❒
• Pre-money ❒
• Post-money ❒
• Option plan ❒

6. 6
11
SPEEDYCHARGE
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ACT II
• Convertible notes ❒
• Preferred stock ❒
• Priced round ❒
• Conversion cap ❒
• Vesting ❒
• Pre-emptive rights ❒
• Blocking rights ❒
• Protective provisions ❒

7. 7
13
SPEEDYCHARGE
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ACT III
• Board seat ❒
• Observer ❒
• Information rights ❒
• Timing ❒
• Drafting ❒
• Counsel ❒
• Expenses ❒

8. 8
15
ACT IV
What didn’t come up...
• Dividends ❒
• Participating preferred ❒
• Anti-dilution ❒
• Weighted-average ❒
• Registration rights ❒
• Full ratchet ❒
• ROFR ❒
• Co-sale ❒
• Drag ❒
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William Perkins
Partner
617-951-8574
william.perkins@morganlewis.com
THANK YOU
Call us – we genuinely love these topics and are
always happy to brainstorm and answer questions.
Dinesh Melwani
Partner
617-951-8350
dinesh.melwani@morganlewis.com

9. 9
About Morgan Lewis
• Morgan Lewis is a full service international law firm that provides comprehensive
corporate, transactional, litigation and regulatory legal services to clients of all sizes —
from large global public companies to early stage start-ups — across all major industries
• Some of the world’s most successful companies rely on Morgan Lewis to address their legal
and business challenges. Our clients include more than half of the Global 25, 80 of the
Fortune 100 and many top emerging businesses
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agents, benefits advisers, regulatory scientists, and other specialists—in 30 offices across
the United States, Europe, Asia, and the Middle East
• Nearly 300 Chambers-ranked lawyers in 2016 and routinely recognized as a top firm by
Legal 500, Law 360, US News and World Report and Best Lawyers among other legal
industry rankings
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