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Sample Term Sheet Template is a term sheet. A term sheet is a document that describes the terms and conditions by which an investor will make some financial investment in your company. Term sheets tend to include three sections. This sample preferred term sheet contains the following sections: the offering, terms of the preferred, shareholders agreement, other matters, etc.

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This sample Term Sheet has been provided by MaRS Discovery District for informational purposes only and does not
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sample Term Sheet or the information contained in this website for any purpose without seeking legal advice from a
qualified lawyer practicing in the reader’s province.
The information contained in this website is provided only as general information and may or may not reflect the most
current legal developments; accordingly, information on this website is not promised or guaranteed to be correct or
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Sample Preferred Term Sheet
Corporation: [___________________]
Date: [_______]
This Term Sheet represents the current understanding of the parties with respect to certain of the major issues
relating to the proposed private offering and does not constitute a legally binding agreement. Except for the
section entitled “Binding Terms” this summary does not constitute a legally binding obligation. Any other
legally binding obligation will only be made pursuant to definitive agreements to be negotiated and executed
by the parties. This Term Sheet does not constitute an offer to sell or a solicitation of an offer to buy securities
in any jurisdiction where the offer or sale is not permitted.
Issuer: [__________], a corporation incorporated under the laws of [insert
Canada or Ontario] (the “Corporation”)
Securities: Class A Preferred Shares (the “Preferred”)
Amount of the offering: $[__________]
Price per share: $[__________] per share (the “Initial Price”), based on a pre-money
valuation of $[______________] and the attached capitalization table
(Appendix A).
Investor(s): [__________] and other accredited investors, acceptable to the
Closing date: Initial closing on or before [__________]
This sample Term Sheet was designed to be used in conjunction with standard MaRS articles of
amendment documents, for a company’s capitalization that initially includes one class of common shares (“Common
Shares”). This sample Term Sheet will need to be appropriately customized for each end-user’s application,
including but not limited to replacing references to “Common Shares”, if appropriate.
Sample Term Sheet Template
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