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SUMMARY OF PRINCIPAL TERMS FOR PRIVATE PLACEMENT OF loveliness SECURITIES OF COMPANY NAME DATE This memorandum summarizes the principal terms proposed by Benchmark Capital (herein the ships company) a Delaware Partnership, with respect to a private placement of equity securities. Amount: Securities to be Issued: charge Per Preferred Share: Investor(s): blockage: $____________ _____________ shares of Series ____ Preferred melodic phrase $________ per share Benchmark Capital Closing on _________________, or as soon thereafter as possible. Post Closing Capitalization: Shares Series ___ Preferred billet large: special K entrepot Outstanding Options to Purchase Common Stock Outstanding: Common Stock Reserved for Employees Total Pre-Closing paygrade: Post-Closing Valuation: - % 100.0% Dividends: Annual $__________ per share dividend, payable when and if say by carte du jour; dividends are [not] cumulative. For any other dividends or distributions, Preferred Stock participates with Common Stock on an as-converted basis. Liquidation Preference: In the event of any liquidation or fart up of the Company, the holders of the Preferred shall be entitled to receive in tasting to the holders of Common an amount equal to $____ per share plus declared and unpaid dividends.

A consolidation or merger of the Company shall be deemed to be a liquidation or winding up for purposes of the liquidation preference. Merger: A merger, reorganization or other transaction in which control of the Company is transferred allow for be treated as a liquidation. Redemption: reformable at the election of holders of 66-2/3% of the outstanding Preferred Stock on or after __________ in ______ equal installments at a price equal to cost plus ____% per year. No other capital stock of the Company is redeemable prior(prenominal) to the Series ___ Preferred Stock without the prior written live with of holders of a majority of the Series ___ Preferred Stock. Conversion: Automatic. The Preferred... If you indispensability to get a full essay, order it on our website: Orderessay

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