term-sheet-example

name	term-sheet-example
description	Example term sheet for Eraser Robotics (pre-seed convertible note from Forge Robotics Ventures) — use with the term-sheet-eval skill for practice.
disable-model-invocation	true

TERM SHEET

Date: March 10, 2026

COMPANY

Company Name: Eraser Robotics, Inc. Description: Autonomous robotics company developing whiteboard cleaning systems for schools, offices, and healthcare environments.

INVESTOR

Investor Name: Forge Robotics Ventures, LLC

FINANCING OVERVIEW

Round Type: Pre-Seed (Accelerator + Convertible Note) Total Investment: Up to $150,000

• $75,000 upon execution
• $75,000 upon milestone completion

EQUITY GRANT

• Equity Issued: 3.0%
• Basis: Fully diluted (including options, warrants, SAFEs, and convertibles)
• Timing: Issued upon entry into Program

CONVERTIBLE PROMISSORY NOTE

• Principal Amount: Up to $150,000
• Interest Rate: 6% simple annual interest
• Maturity Date: 24 months from issuance
• Discount Rate: 20%
• Valuation Cap: $6,000,000

CONVERSION TERMS

The Note converts into equity upon:

• A qualified financing of $1,000,000 or more, or
• At maturity, at the election of the Investor

Conversion price shall be the lower of:

• Price per share in the qualified financing less the 20% discount, or
• Price per share implied by the $6,000,000 valuation cap

CHANGE OF CONTROL

If the Company undergoes a change of control prior to conversion: Investor may elect to:

• Convert into equity immediately prior to the transaction, or
• Receive 1.5x the outstanding principal plus accrued interest

PRO RATA RIGHTS

Investor shall have the right to participate in future equity financings to maintain its ownership percentage.

INFORMATION RIGHTS

Company shall provide:

• Quarterly financial and operational updates
• Annual financial statements

USE OF FUNDS

Funds shall be used for:

• Product development and prototyping
• Pilot deployments
• Manufacturing readiness
• Go-to-market activities

PROGRAM PARTICIPATION

Company agrees to:

• Participate in accelerator programming
• Attend required sessions and Demo Day
• Engage in pilot and commercialization efforts

MANUFACTURING / LOCATION

Company agrees to maintain a meaningful operational presence in Pennsylvania for at least three (3) years or provide equivalent repayment or compensation.

MATCHING CONTRIBUTION

Company shall provide matching contributions equal to at least 50% of the total funds received, which may include:

• Cash expenditures
• Founder labor
• Equipment or services

INTELLECTUAL PROPERTY

• All intellectual property shall be assigned to the Company
• All founders, employees, and contractors shall execute invention assignment agreements

FOUNDER VESTING

• Founder equity subject to four (4) year vesting with a one (1) year cliff
• Unvested shares subject to repurchase

CONDITIONS PRECEDENT

Prior to funding, the Company must:

• Be incorporated in Delaware or Pennsylvania
• Maintain a clean capitalization table
• Resolve all intellectual property ownership
• Execute all definitive agreements

PREEMPTIVE RIGHTS

Investor shall have standard preemptive rights to purchase additional securities in future financings. Rights are assignable to affiliates.

EXPIRATION

This term sheet expires on March 25, 2026, unless extended by the Investor.

NON-BINDING

This term sheet is non-binding except for provisions relating to confidentiality and exclusivity, if applicable. Definitive agreements will govern the investment.