MaRS Discovery District - Notice
This sample Term Sheet has been provided by MaRS Discovery District for informational purposes only and does not
constitute advertising, a solicitation, or legal advice. Neither the transmission of this sample Term Sheet nor the
transmission of any information contained in this website is intended to create, and receipt hereof or thereof does not
constitute formation of, a lawyer-client relationship. Internet subscribers and online readers should not rely upon this
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
complete. MaRS Discovery District expressly disclaims all liability in respect to actions taken or not taken based on any
or all the contents of this website.
Sample Preferred Term Sheet
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
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.