PRIVATE PLACEMENT TERM SHEET

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I. Introduction

[Your Company Name] is pleased to present this Private Placement Term Sheet as a preliminary agreement for potential investors interested in participating in a private placement investment deal. This document outlines the key terms and conditions of the investment opportunity between [Issuer Company] (the "Issuer") and potential investors.

II. Investment Opportunity

1. Description of Issuer:

   • [Issuer Company] is a leading technology company specializing in innovative software solutions for the healthcare industry. With a strong track record of delivering cutting-edge products, the company is poised for rapid growth in the coming years.
     

2. Investment Objective:

   • The investment objective is to raise $5 million to fuel the development of a new AI-driven healthcare platform aimed at improving patient care and optimizing healthcare workflows.
     

3. Investment Amount:

   • Total Investment Sought: $5,000,000

4. Minimum Investment:

   • Minimum Investment per Investor: $100,000
     

5. Use of Proceeds:

   • 40% - Research and Development

   • 30% - Sales and Marketing

   • 20% - Operational Expenses

   • 10% - Legal and Compliance
     

III. Terms and Conditions

1. Investment Terms:

   • Equity Stake Offered: 15%

   • Preferred Shares with Anti-Dilution Protection
     

2. Valuation:

   • Pre-Money Valuation: $25,000,000

   • Valuation Methodology: Discounted Cash Flow (DCF) Analysis
     

3. Investor Rights:

   • Voting Rights Based on Equity Ownership

   • Information Rights: Quarterly Reports and Annual Meetings
     

4. Dividends and Distributions:

   • Dividends: Non-Cumulative, at the discretion of the Board

IV. Legal and Regulatory

1. Securities Offering:

   • Compliance with SEC Regulation D for Private Placements

   • Offering Restricted to Accredited Investors
     

2. Investor Representations:

   • Investors must be certified as Accredited Investors under SEC guidelines

   • Legal Capacity to Enter into an Investment Agreement
     

3. Confidentiality:

   • Confidentiality Agreement to be Signed by Potential Investors.
     

V. Closing and Execution

1. Closing Conditions:

   • Successful Due Diligence Review

   • Receipt of Investment Commitments from Investors

   • Regulatory Approvals Obtained
     

2. Execution:

   • Investment Agreement to be Signed by Issuer and Investors

   • Delivery of Investment Funds within 30 Days of Agreement Execution

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