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COMPANY - Term Sheet July, 2013
Confidential Information
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TERM SHEET FOR FINANCING OF COMPANY, LLC,
DATE
This Term Sheet summarizes the principal terms of the offering by COMPANY, LLC, a Delaware
limited liability company, (the “Company”) of up to 250 Units of its Common Units (as defined in the
Limited Liability Company Agreement dated _________, 2013 [the “Operating Agreement”]).
Concurrent with or prior to the issuance of any Common Units pursuant to this offering, the
Company shall acquire all of the issued and outstanding membership interest in Company, LLC, a
New York limited liability company, (d/b/a Company) (the “NY LLC”). The NY LLC is expected to be
the operating company whereas the Company shall be a holding company operating the
“COMPANY” business through the NY LLC.
Amount to be Raised:
Up to $500,000 (the “Total Offering Amount”).
Type of Security:
Common Units as described in greater detail in the Operating Agreement of the Company, a copy of
which has been provided to each subscriber.
Price and Minimum Subscription:
$2,000 per Common Unit, with a minimum subscription of 12.5 Units ($25,000 minimum
subscription).
Capitalization:
The Company’s capital structure before this offering, and the capital structure assuming the Total
Offering Amount is issued, is set forth on Exhibit A.
Use of Proceeds:
The proceeds from the offering will be used for (i) inventory, (ii) general working capital purposes,
(iii) sales, general and administrative expenses, and (iv) achieving its sales goals
Voting Rights:
The holders Common Units will be entitled to that number of votes equal to the number of Common
Units held and voting together with all other Common Units of the company. The Company’s
Operating Agreement will provide that the number of authorized Common Units may be increased
or decreased with the approval of the holders of two-thirds of the Common Units.
Anti-dilution Provisions:
See Section 3.10 of the Operating Agreement.