Source: Saratoga Venture Finance

• Number of shares issued, price per share

• Conversion price: number of common shares per preferred share

• Additional formulas

• Registration rights: mandatory; "piggyback"; number of shares

• Veto rights: next financings, acquisitions, mergers

• Veto rights:

- Sale and other disposition of assets

- Dividends

- Amount of stock issued

- Borrowing and leasing

- Compensation of executive employee staff

- Ownership, sale or access of technology

• Rights of inspection

• Right to elect board members, attend board meetings

• Vesting rights of employees

• Receipt of financial statements

• Closing expenses

Sample Term Sheet for Proposed Private Placement of Convertible Preferred Stock, by NASVF