A Pennsylvania Term Sheet — Simple Agreement for Future Equity (SAFE) is a legal document used in the state of Pennsylvania to outline the terms and conditions of an investment in a startup or early-stage company. It serves as a precursor to a formal equity financing round and provides a simplified framework for raising funds. The Pennsylvania Term Sheet — SAFE governs the relationship between the investor (also referred to as the "purchaser") and the company (also known as the "issuer"). It sets out the key terms and provisions related to the future issuance of equity to the investor, safeguarding their investment while offering flexibility for both parties. Key elements included in a Pennsylvania SAFE Term Sheet are: 1. Valuation Cap: This determines the maximum company valuation at which the investor's future equity will convert, ensuring they receive a favorable shareholding percentage. 2. Discount Rate: The discount rate provides an additional benefit to the investor by reducing the price at which their future equity will convert. It allows them to secure shares at a lower price compared to future investors in the subsequent equity financing round. 3. Conversion Events: These events trigger the conversion of the SAFE into equity. Common conversion events include the company's sale, an initial public offering (IPO), or a subsequent equity financing round above a certain threshold. 4. Investor Rights: The term sheet may grant certain rights to the investor, such as information rights, allowing them access to financial statements and updates on the company's progress. It may also specify anti-dilution provisions to protect the investor in case of a down round. Different types of Pennsylvania SAFE Term Sheets could include variations in the valuation cap, discount rate, conversion events, and investor rights. Each term sheet should be tailored to the specific needs and circumstances of the investor and the company involved. Note: It is recommended to consult with legal professionals experienced in startup investments and securities laws in Pennsylvania to ensure compliance with applicable regulations and to draft an appropriate and comprehensive Pennsylvania Term Sheet — Simple Agreement for Future Equity (SAFE).