TERM SHEET

FOR SERIES [A] PREFERRED STOCK FINANCING OF

[COMPANY]

[Date]

This Term Sheet summarizes the principal terms of the Series [A] Preferred Stock financing of
[company’s full name], a [Mexican] corporation (“[____]” or the “Company”). In consideration
of the time and expense devoted and to be devoted by the Investors (defined below) with respect
to this investment, the No Shop / Confidentiality provisions of this Term Sheet shall be binding
obligations of the Company whether or not the financing is consummated. No other legally binding
obligations will be created until definitive agreements are executed and delivered by all parties.
This Term Sheet is not a commitment to invest, and is conditioned on the completion of due
diligence, legal review, documentation that is satisfactory to both parties and other Conditions to
Closing as stated henceforth.

Offering Terms

Investors: The investors shall participate in the following amounts

(collectively, the “Investors”):

[Investor No. 1]: [MXN/USD] $[_____]

[Investor No. 2]: [MXN/USD] $[_____]

[Investor No. 3]: [MXN/USD] $[_____]

Other investors mutually agreed upon by the Investors and

the Company: [MXN/USD] $[_____]

Securities: Series [A] Convertible Preferred Stock (“Series [A]

Preferred”).

Investment: An aggregate of up to [MXN/USD] $[_____], [including

[MXN/USD] $[_____] from the conversion of principal
and interest on bridge notes]1.

[Disbursement of the investment in the Series [A]

Preferred shall be made in installments which will be
agreed based upon the achievement of specific milestones
according to the schedules in Exhibit B. These milestones

1
Modify this provision to account for conversion of convertible notes.

1
 and disbursement schedules shall be contained in the final
closing documents.]2

Use of Proceeds: The Company intends to use the proceeds of this offering
to [____].

Closing Date: As soon as practicable following the Company’s

acceptance of this Term Sheet and satisfaction of the
Conditions to Closing (the “Closing”).

Valuation: The Original Purchase Price is based upon a fully-diluted

pre-money valuation of [MXN/USD] $[____] and a fully
diluted post-money valuation of [MXN/USD] $[____],
inclusive of the Option Pool as outlined below.

Price per Share: [MXN/USD] $[____] per share (based on the

capitalization of the Company set forth below) (the
“Original Purchase Price”).

Option Pool:3 The pre-Closing capitalization shall include a new

unallocated employee option pool representing [15%] of
the fully-diluted post-Closing capitalization (which
assumes the issuance of Series [A] Preferred Stock and the
increase to the Option Pool described herein).

All employee options to vest as follows: [25%] after one

year, with remaining vesting monthly over next [36
months].

Capitalization: The Company’s capital structure before and after the

Closing is set forth in the pro forma Capitalization Table
attached as Exhibit A (the “Capitalization Table”). To the
extent the Capitalization Table does not accurately
describe the capitalization of the Company as of
immediately prior to the Closing, the Original Purchase
Price shall be appropriately adjusted as necessary to reflect
the pre-money valuation and unallocated Option Pool. For
purposes of the above calculation and any other reference
to “fully-diluted” in this Term Sheet, “fully-diluted”
assumes the conversion of all outstanding Preferred Stock
of the Company, the exercise of all authorized and
currently existing stock options and warrants of the

2
This provision is optional and should be included for staged investments or investments dependent on the
achievement of milestones by the Company.
3
Industry standard that the option pool is executed pre-financing. Standard size of option pool ranges from 10-20%
of post-money capitalization

2
 Company, and any increases to the Company’s existing
option pool prior to the Closing.

[Syndication Rights:4 [Investor(s)] will have the right to syndicate its investment
amount to other investors mutually agreed upon by
[Investor(s)] and the Company.]

[Upside Sharing:5 In order to provide an additional upside potential to the

current shareholders of the Company (the “Original
Owners”), the Investors will grant to the Original Owners
the option to acquire from the Investors [____] shares on a
pro-rata basis after the [fifth] anniversary of the Closing,
at the following price per share:

Insert table with price per share per year starting in year
five

In case of a liquidity event before the [second] anniversary

of the Closing, the above option to acquire [____] shares
from the Investors can be exercised by the Original
Owners at the following price per share:

Insert table with price per share per year for years 1 and 2]

Terms of Series [A] Preferred

[Seniority: The Series [A] Preferred shall rank senior to existing

shares prior to the Closing, with respect to dividends,
liquidation and dissolution.]

[Dividends:6 Each share of Series [A] Preferred will carry an annual

[8%] [cumulative / non-cumulative], [non-compounding /
compounding] dividend based on the cash amount invested
into the Series [A] Preferred, payable on a liquidation or
redemption [or conversion7]. Dividends on Series [A]
Preferred will be paid prior to any dividends on any other
class of shares. The Series [A] Preferred will participate in
any dividends paid to all other classes of shares on a pro
rata, as-if converted basis. No dividends will be paid to any

4
Insert when [Investor(s)] is sole investor and is investing a considerable amount.
5
To be considered on a case by case basis. Note that this clause is not standard and not used in venture capital deals.
6
It is [Investor(s)] preference to offer cumulative but non-compounding dividends. Dividends provision is not very
common in Mexico – entrepreneur might be resilient. Use it as point of negotiation.
7
In some cases, accrued and unpaid dividends are payable on conversion as well as upon a liquidation event. Most
typically, however, dividends are not paid if the preferred is converted.

3
 other class of shares without majority approval of the
Series [A] Preferred.]

Liquidation Preference:8 In the event of any liquidation, dissolution or winding up

of the Company, the proceeds shall be paid as follows:

[Alternative 1 (non-participating Preferred Stock): First,

pay [1.0x] the Original Purchase Price [plus accrued
dividends9] [plus declared and unpaid dividends10] on each
share of Series [A] Preferred (or, if greater, the amount that
the Series [A] Preferred would receive on an as-converted
basis). The balance of any proceeds shall be distributed pro
rata to holders of Common Stock.]

[Alternative 2 (full participating Preferred Stock): First,

pay [1.0x] the Original Purchase Price [plus accrued
dividends] [plus declared and unpaid dividends] on each
share of Series [A] Preferred. Thereafter, the Series [A]
Preferred participates with the Common Stock pro rata on
an as-converted basis.]

[Alternative 3 (cap on Preferred Stock participation

rights): First, pay [1.0x] the Original Purchase Price [plus
accrued dividends] [plus declared and unpaid dividends]
on each share of Series [A] Preferred. Thereafter, Series
[A] Preferred participates with Common Stock pro rata on
an as-converted basis until the holders of Series [A]
Preferred receive an aggregate of [__x] the Original
Purchase Price (including the amount paid pursuant to the
preceding sentence).]

A merger or consolidation (other than one in which

stockholders of the Company own a majority by voting
power of the outstanding shares of the surviving or
acquiring corporation) and a sale, lease, transfer, exclusive
license or other disposition of all or substantially all of the
assets of the Company will be treated as a liquidation event
(a “Deemed Liquidation Event”), thereby triggering
payment of the liquidation preferences described above.

Voting Rights: The Series [A] Preferred will vote together with [Existing
Preferred Stock and] the Common Stock on as-converted

8
Market standard and [Investor(s)] strong preference is Alternative 1 (non-participating), but on a case by case
basis, Alternatives 2 or 3 may be considered. Modify this provision to account for stacked preference if there are
existing series of Preferred Stock (see Pangea Term Sheet for reference).
9
Insert when dividends are cumulative (same in Alternatives 2 and 3).
10
Insert when dividends are non-cumulative (same in Alternatives 2 and 3).

4
 basis, and not as a separate class except as specifically
provided herein or as otherwise required by law.

[Redemption Rights:11 The Series [A] Preferred shall be redeemable at the option
of holders of at least [51%] of the Series [A] Preferred
commencing any time after the [fifth] anniversary of the
Closing at a price equal to the Original Purchase Price
[plus accrued dividends12] [plus declared and unpaid
dividends13]. Redemption shall occur in [3] equal [annual]
portions. Upon a redemption request from the holders of
the required percentage of the Series [A] Preferred, all
Series [A] Preferred shares shall be redeemed [(except for
any Series [A] holders who affirmatively opt-out)].

Optional Conversion: The Series [A] Preferred initially converts [1:1] to

Common Stock at any time at option of holder, subject to
adjustments for stock dividends, splits, combinations and
similar events and as described below under Anti-dilution
Provisions.

Anti-dilution Provisions: In the event that the Company issues additional securities
at a purchase price less than the then current Series [A]
Preferred Stock conversion price, such conversion price
shall be adjusted on a [broad-based weighted average14]
basis, subject to customary exclusions.

The following issuances shall not trigger anti-dilution

adjustment:

(i) Securities issuable upon conversion of any of the

Series [A] Preferred, or as a dividend or
distribution on the Series [A] Preferred;
(ii) Securities issued upon the conversion of any
debenture, warrant, option, or other convertible
security;
(iii) Common Stock issuable upon a stock split, stock
dividend, or any subdivision of shares of
Common Stock;

11
Redemption rights allow Investors to force the Company to redeem their shares at cost (and sometimes investors
may also request a small guaranteed rate of return, in the form of a dividend). In practice, redemption rights are not
often used; however, they do provide a form of exit and some possible leverage over the Company. We should try to
avoid including redemption rights, however, if previous rounds of financing of the Company include them, then they
should be considered.
12
Insert when dividends are cumulative.
13
Insert when dividends are non-cumulative.
14
Market standard and [Investor(s)] preference is to structure a broad-based weighted average anti-dilution (which
takes the fully-diluted number of outstanding shares in the calculation), but can also be on a narrow-based weighted
average or full-ratchet basis.

5
 (iv) Shares of Common Stock (or options to
purchase such shares of Common Stock) issued
or issuable to employees or directors of, or
consultants to, the Company pursuant to any
plan approved by the Company’s Board of
Directors including at least [1] Series [A]
Director(s).

Protective Provisions: In addition to any other vote or approval required under the
Company’s Bylaws, [including the existing protective
provisions for the holders of the Existing Preferred
Stock15], the Company will not, without the written
consent of the holders of a majority of the Series [A]
Preferred (voting together as a single class on an as-
converted basis), either directly or by amendment, merger,
consolidation, or otherwise:

(i) Liquidate, dissolve or wind up the affairs of the

Company, or effect any merger or consolidation
or any other Deemed Liquidation Event;
(ii) Create or authorize the creation of or issue any
new class or series of stock or any other security
convertible into or exercisable for any equity
security (by reclassification, amendment or
alteration of any existing security, or otherwise),
having rights, preferences or privileges senior to
or on parity with the Series [A] Preferred Stock;
(iii) Amend, alter or repeal any provision of the
Bylaws;
(iv) Increase or decrease the authorized number of
shares of Common Stock or Preferred Stock (or
any series thereof);
(v) Redeem or repurchase of any Common Stock or
Preferred Stock;
(vi) Increase or decrease the size of the Board of
Directors;
(vii) Purchase or redeem or pay any dividend with
respect to any capital stock other than stock
repurchased at cost from service providers of the
Company upon termination and other than the
exercise by the Company of contractual rights of
first refusal over such stock;
(viii) Become obligated under any loan or guarantee
of indebtedness (other than indebtedness to

15
To be included only if the Company has outstanding Preferred Stock.

6
 financial institutions) in excess of [MXN/USD]
$[_____] in the aggregate;
(ix) Create or hold capital stock in any subsidiary
that is not a wholly-owned subsidiary or dispose
of any subsidiary stock or all or substantially all
of any subsidiary assets;
(x) Cease to engage in a business that is
substantially similar to the business engaged in,
or contemplated to be engaged in, as of the
Closing;
(xi) Engage in, or consummate, any sale, lease,
assignment, transfer, exchange or other
conveyance (including by exclusive license or
otherwise) of all or substantial all of the assets
of the Company in a single transaction or series
of related transactions.

Right to Participate Pro Rata in All Investors shall have a pro rata right, based on their
Future Rounds: percentage equity ownership in the Company (assuming
the conversion of all outstanding Preferred Stock into
Common Stock and the exercise of all options outstanding
under the Company’s stock plans), to participate in
subsequent issuances of equity securities of the Company
(excluding those issuances listed at the end of the Anti-
dilution Provisions section of this Term Sheet). In addition,
should any Investor choose not to purchase its full pro rata
share, the remaining Investors shall have the right to
purchase the remaining pro rata shares.

Drag-Along: Holders of Series [A] Preferred Stock, [holders of the

Existing Preferred Stock16], existing holders of Common
Stock and all future holders of greater than [1%] of
Common Stock (assuming conversion of Preferred Stock
and whether then held or subject to the exercise of options)
shall be required to enter into an agreement with the
Investors that provides that such stockholders will vote
their shares in favor of a Deemed Liquidation Event or
transaction in which [50%] or more of the voting power of
the Company is transferred and which is approved by (i)
the Board of Directors and (ii) the holders of a majority of
the outstanding shares of Series [A] Preferred Stock,
voting together as a single class on an as-converted basis,
subject to customary exceptions.

16
To be included only if the Company has outstanding Preferred Stock.

7
 Right of First Refusal of Company first and Investors second (to the extent assigned
Founders Shares:17 by the Board of Directors,) will have a right of first refusal
with respect to any shares of capital stock of the Company
proposed to be transferred by Founders [and future
employees holding greater than [1]% of the Company
Common Stock (assuming conversion of Preferred Stock
and whether then held or subject to the exercise of
options)], with a right of oversubscription for Investors of
shares unsubscribed by the other Investors.

Founders are [Mr. / Mrs.] [_____] and [Mr. / Mrs.]

[_____].

Right of Co-Sale Before any Founder may sell any shares of capital stock,
(Tag-Along):18 [he / she] will give the Investors an opportunity to
participate in such sale on a basis proportionate to the
amount of securities held by the sellers and those held by
the participating Investors. [In addition, before any other
shareholder of the Company may sell any shares of capital
stock exceeding [20]% of the Company Common Stock
(assuming conversion of Preferred Stock and whether then
held or subject to the exercise of options), [he / she] will
give the Investors an opportunity to participate in such sale
on a basis proportionate to the amount of securities held by
the sellers and those held by the participating Investors.19]

Right of First Offer: Each Investor will have a right of first offer with respect to
any shares of capital stock of the Company proposed to be
transferred by other shareholders of the Company. The
time allowed for any stockholder to exercise the right of
first offer contemplated herein shall be within [30]
calendar days following the notice given by the sellers.

Information Rights / Each [Major20] Investor will be granted access to Company

Visitation and Meetings: facilities and personnel during normal business hours and
with reasonable advance notification. The Company will
deliver to each [Major] Investor (i) annual, quarterly and
monthly financial statements, in each case prepared in
accordance with generally accepted accounting principles
as soon as practicable but not less than 120 days following

17
It is important to note that ROFR does not apply to transfers by Investors, it only applies to transfers of shares by
Founders and management.
18
Always applies to sale of stock by Founders as Investors do not want these individuals to dispose their shares in
the Company while they remain as investors.
19
To be considered on a case by case basis, depending on [Investor(s)] fully-diluted stake in the Company (i.e., will
want to include this provision if we have a minority stake).
20
To be considered on a case by case basis.

8
 the end of the fiscal year, 45 days following the end of a
fiscal quarter and 15 days following the end of the month,
respectively, [and annual financial statements shall be
audited by an independent nationally recognized
accounting firm]; (ii) 30 days prior to the end of each fiscal
year, a comprehensive operating budget forecasting the
Company’s revenues, expenses and cash position on a
month to month basis for the upcoming fiscal year; and (iii)
promptly following the end of each quarter, an up-to-date
capitalization table. [A “Major Investor” means any
Investor who holds at least 10% of the outstanding shares
of Preferred Stock.]

Furthermore, [Investor(s)] reserves the right to convene the

Company’s management to no less than [3] meetings and
events per year (LP Meetings, [Investor(s)] Entrepreneur
Meetings, speaking engagements and other events within
reasonable bounds).

[Existing Preferred Stock:21 The terms set forth above for the Series [A] Preferred are
subject to review of the rights, preferences and restrictions
for the Existing Preferred Stock. Any changes necessary to
conform the Existing Preferred Stock to this Term Sheet
will be made at the closing.]

Other Matters

Board of Directors: The Company’s Board of Directors shall consist of [5]

members: [2] nominated by the Common stockholders,
one of which shall be the CEO, initially [Mr. / Mrs.]
[_____]; [2] nominated by the Series [A] Preferred
stockholders, one of which shall be designated by
[Investor(s)]; and [1] industry expert nominated jointly by
the Common and Series [A] Preferred stockholders.

Representations and Warranties: Standard representations and warranties by the Company.

[Key Man Clause:22 Mr. [_____] will commit to devote substantially all of his
professional business time and effort to the proper
operation of the Company during a period of no less than
[5] years post-Closing.]

[Management Vesting:23 Upon Closing, [25%] of management’s Common Stock

will vest immediately and the balance of the Common

21
To be included only if the Company has outstanding Preferred Stock.
22
To be considered on a case by case basis.
23
Might be very aggressive – to be considered on a case by case basis.

9
 Stock shall vest over [4] years on a monthly basis.
Management shall not sell or hypothecate more than [10%]
of their shares until the earlier of a sale of the Company or
the Investors’ shares have been redeemed in full.]

[CEO Removal:24 In the event that the Company does not meet the financial
and operating results of the annual business plan approved
by the Board of Directors, [Investor(s)]25 will have the
right to remove and replace the Company’s Chief
Executive Officer.]

Conditions to Closing: The Closing will occur upon the satisfaction of customary
closing conditions, including, but not limited to:

(i) Completion of legal documentation satisfactory

to the Investors and the Company;
(ii) Satisfactory completion of financial and legal
due diligence;
(iii) [Transformation of the Company into a SAPI
legal entity;]
(iv) Approval by the Investment Committees of the
Investors.

Right to Conduct Activities: The Company and each Investor hereby acknowledge that
some or all of the Investors are professional investment
funds, and as such invest in numerous portfolio companies,
some of which may be competitive with the Company's
business. No Investor shall be liable to the Company or to
any other Investor for any claim arising out of, or based
upon (i) the investment by any Investor in any entity
competitive to the Company, or (ii) actions taken by any
partner, officer, or other representative of any Investor to
assist any such competitive company, whether or not such
action was taken as a board member of such competitive
company, or otherwise; provided, however, that nothing
herein shall relieve any Investor or any other party from
liability associated with misuse or unauthorized disclosure
of the Company’s confidential information.

No Shop / Confidentiality: The Company agrees to work in good faith expeditiously

towards a closing. The Company agrees that it will not, for
a period of [60] days from the date of this Term Sheet, take

24
To be considered on a case by case basis.
25
Add name of other investor if necessary.

10
 any action to solicit, initiate, encourage or assist the
submission of any proposal, negotiation or offer from any
person or entity other than the Investors relating to the sale
or issuance, of any of the capital stock of the Company or
the acquisition, sale, lease, license or other disposition of
the Company or any material part of the stock or assets of
the Company and shall notify the Investors promptly of
any inquiries by any third parties in regards to the
foregoing. The Company will not disclose the terms of this
Term Sheet to any person or entity other than officers,
members of the Board and the Company’s accountants and
attorneys and other potential investors acceptable to
[Investor(s)]26, as lead Investor, without the written
consent of the [Investor(s)].

Expiration: This Term Sheet expires on [__ ____, 20__] if not accepted
by the Company by that date.

Counsel and Expenses: [Investor / Company27] counsel to draft Closing

documents. Company to pay all legal and administrative
costs of the financing at Closing, including reasonable fees
and expenses (not to exceed USD [$30,000]) of the
Investors’ counsel.

[If the completion of a specialized due diligence (e.g.,

technological due diligence) is deemed necessary by the
Investors and such due diligence is beneficial to the
Company, then the Company will pay the costs associated
to the specialized due diligence.28]

Except for the No Shop / Confidentiality provision of this Term Sheet (which shall be binding on
the Company), this Term Sheet is non-binding and is intended solely as a summary of the terms
that are currently proposed by the parties. The parties acknowledge that they neither intend to
enter, nor have they entered, into any agreement to negotiate a definitive agreement pursuant to
this Term Sheet, and either party may, at any time prior to execution of such definitive agreement,
propose different terms from those summarized herein or unilaterally terminate all negotiations
pursuant to this Term Sheet without any liability whatsoever to the other party.

26
Add name of other investor if necessary.
27
It is [Investor(s)] preference to decide legal counsel.
28
To be included only if specialized due diligence is needed and such due diligence will be of value to the
Company.

11
Acknowledged and agreed:

[Company]

By: ________________________________

Name: [Print name]

Title: [Print title]

Date: ______________________________

[Investor(s)]

By: ________________________________

Name: [Print name]

Title: [Print title]

Date: ______________________________

[Investor No. 2]

By: ________________________________

Name: [Print name]

Title: [Print title]

Date: ______________________________

12
 EXHIBIT A
PRE AND POST-CLOSING CAPITALIZATION

Pre-Financing Post-Financing
Security # of Shares % # of Shares %
Common – Founders

Common – Option Pool

Issued
Unissued

[Common – Warrants]

Series A Preferred

Total

13
 EXHIBIT B
MILESTONES & DISBURSEMENT SCHEDULES

14