CONFIDENTIAL — Illustrative & For-Discussion Only — For Authorized Recipients Only
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Summary of Terms
Issuer
RetirePlusPlus, Inc. (the “Company”)
Security
Series B Convertible Preferred
Price per Share
—
(based on fully diluted capitalization)
New Shares Issued
—
shares of Preferred
New-Investor Ownership
—
of fully diluted post-money capitalization
Lead Investor
—
and a syndicate of co-investors
Economic Terms
Dividends
—
dividends, when and if declared by the Board.
Liquidation Preference
—.
In a liquidation, dissolution, or winding up, holders of Series B Preferred receive the greater of (i) the original purchase price plus any declared but unpaid dividends, or (ii) the amount payable on an as-converted basis.
Conversion
Each share of Series B Preferred is convertible into Common Stock (subject to adjustment) at the holder’s option at any time. Automatic conversion upon (i) a qualified IPO at a price per share of at least
3x
the original purchase price raising at least
$75M,
or (ii) consent of a majority of the Series B Preferred.
Anti-Dilution
—
anti-dilution protection, with customary exceptions for the employee option pool, strategic partnerships, and convertible securities.
Pro-Rata Rights
—
— major investors may participate in subsequent equity financings to maintain their proportionate ownership.
Governance
Voting Rights
Series B Preferred votes together with Common Stock on an as-converted basis on all matters.
Board of Directors
—.
The Independent director is mutually agreed; a Preferred seat is reserved for the strategic lead investor.
Protective Provisions
Consent of a majority of Series B Preferred required for: (i) amendments to the charter or bylaws; (ii) creation of senior or pari passu securities; (iii) increases in authorized shares; (iv) declaration of dividends; (v) indebtedness exceeding
$2,000,000;
(vi) acquisitions or mergers; and (vii) liquidation events.
Investor Rights
Information Rights
Major investors (holding at least
5%
of the Series B) receive annual audited and quarterly unaudited financials, the annual budget, and monthly management reports.
Registration Rights
Customary demand (2 demands), S-3, and piggyback registration rights.
ROFR & Co-Sale
The Company and investors have customary rights of first refusal and co-sale on founder shares, subject to customary exceptions.
Other Terms
Employee Option Pool
—
reserved for the employee option pool, with
4-year
vesting and a
1-year cliff.
Drag-Along
Holders of a majority of Common and Preferred (voting together as a single class on an as-converted basis) may require all shareholders to participate in a sale of the Company.
Founder Vesting
Founder shares subject to
4-year
vesting with
25%
credit for time served.
No-Shop
The Company agrees to a
45-day
exclusivity period from execution of this term sheet.
Expenses
The Company pays the reasonable legal fees of the lead investor, capped at
$50,000.
Governing Law
State of
Delaware.
Conditions to Closing
Due Diligence
Satisfactory completion of legal, financial, commercial, and technical due diligence.
Documentation
Execution of definitive agreements, including the Stock Purchase Agreement, Investors’ Rights Agreement, Voting Agreement, and Right of First Refusal & Co-Sale Agreement.
Expiration
This term sheet expires on
June 30, 2026
if not executed.
For the Company
Authorized Signatory, RetirePlusPlus, Inc.
Date: ______________________
For the Lead Investor
—
Date: ______________________
This term sheet is illustrative, for discussion only, and non-binding. It summarizes proposed terms and creates no legally binding obligation (other than any No-Shop and confidentiality provisions, to the extent agreed) until definitive agreements are executed by all parties. All figures are model assumptions subject to confirmation with counsel and satisfactory completion of due diligence.