A term sheet is easier to negotiate when both sides start from the same list. These are the standard terms in Vanneck deals.
Economics and protection
- Liquidation preference is 1x non-participating.
- Anti-dilution is broad-based weighted average.
- Pro-rata rights are included.
- Ownership equals the check divided by the valuation. A $500K check at a $10M post-money valuation is 5%. For tokens, the amount received is the investment divided by the token price at the agreed valuation.
Founders
Founder vesting is four years with a one-year cliff and full acceleration on a change of control.
Governance and information
- We take an observer seat when our stake reaches 5% and a director seat when it reaches 7%.
- Information rights are quarterly financials, a monthly KPI dashboard and notice of material events within five business days.
- ROFR and co-sale rights are standard. Exclusivity is 30 days after the term sheet.
None of this is unusual, and that is the point. If any term sheet departs from this list, ask why before you sign.