Term sheet

Term sheet

Our term sheet is a summary document outlining the material terms and conditions of a business agreement with venture capitals. It is not a legal document like a contract but term sheet does specify the consents between two parties. After two parties reach the agreements on the terms, it guides legal counsel in the preparation of the contract.  In our case, term sheet will be made to use as a letter of intent to express our intention of acquiring funding from certain venture capitals. The most important part of term sheet is the consent of profit deviation. We will offer majority of the investment as preferred stock because preferred stock holder does not have the right to vote and therefore have less control on the company.

MEMORANDUM OF TERMS FOR PRIVATE

PLACEMENT OF SERIES A PREFERRED STOCK OF

Joint Scheduling

ABC Venture Group, L.P. (the “Investors”) is prepared to invest $100,000,000 in Joint Scheduling, Limited.(Our company) under the terms contained in this term sheet. With the exception of the section of this agreement relating to expenses, this term sheet is a non-binding document prepared for discussion purposes only, and the proposed investment is specifically subject to customary stock purchase agreements, legal due diligence, and other conditions precedent contained herein, all satisfactory to the Investors in their sole discretion

Issuer:                                     Joint Assistant, Software start-up, base in Oxford Ohio. The proposed transaction involves raising $100,000,000 through the issuance of series A preferred Stock.

Amount of Financing:             $100,000,000

Investors:                                ABC Venture Group, L.P.

Investment Amount:              $100,000,000

Investment Form:                  Series A Preferred Stock

                                   

Ownership:                            40% of the fully-diluted, post-investment capitalization                  

Types of securities:                 The series A preferred stock with the rights, preferences, and privileges set forth below.

Capitalization Amount:  

ABC venture capital Investment work sheet ($1 per share)

Common stock outstanding:   50,000,000 shares 50%

Preferred stock outstanding:   50,000,000 shares 50%            

Total:                                       100,000,000 shares ($100,000,000)

Use of Proceeds:                    Proceed will be used for (a) sales and marketing team salaries, (b) sales and marketing working capital and (c) employment of the sales and marketing strategy.    

Dividends:                               A preferred dividend of 8% per annum on the Preferred Stock will be payable quarterly from available cash flow, as determined by the Board. To the extent the dividend is not paid, it will accrue, but not compound. The Preferred Stock will share pari passu on an as converted basis in any dividends declared on the common stock. Any further dividends would be allocated between the common stock and preferred stockholders on a pro rata basis, treating the preferred stock on an as-if-converted basis.

Responsibilities:

Joint Assistant is responsible to generate positive income within three after launching its product to the market. It does maintain the right to partner with our venture capitals, investments from public and other resources. Joint Assistant is also liable to provide financial report to ABC as well as its budget, market plan and division of changing board. ABC should accomplish the transaction of purchasing the preferred stock within six month after signing the contract and ABC will not have the right the make decisions on election of the board members.