The Tennessee Form — Term Sheet for Series C Preferred Stock is a legal document used in Tennessee for outlining the terms and conditions of preferred stock issuance during the Series C funding round. This term sheet serves as a guide for negotiating and formalizing the agreement between the company seeking funding and potential investors. Key elements included in the Tennessee Form — Term Sheet for Series C Preferred Stock are: 1. Stock Description: This section describes the class of preferred stock being issued, specifying the Series C round. 2. Valuation and Investment: It outlines the pre-Roman and post-money valuation of the company, as well as the total investment amount sought from investors during this round. 3. Liquidation Preference: This term specifies the order in which the preferred shareholders will be paid in the event of a liquidation or acquisition, ensuring they receive their investment back before common shareholders. 4. Dividend Rights: This section discusses whether the preferred shareholders are entitled to dividends and, if so, the frequency and rate at which they will be paid. 5. Conversion Rights: It outlines the circumstances under which preferred shares can be converted into common shares, such as an IPO or acquisition. 6. Voting Rights: This section clarifies the voting power and rights of the preferred shareholders, including any special voting provisions that may be applicable. 7. Protective Provisions: These provisions aim to safeguard the preferred shareholders' interests and outline their ability to influence certain corporate actions, such as approving major transactions or amendments to the company's bylaws. 8. Board Composition: This term specifies the number of preferred shareholders who will be entitled to a seat on the board of directors, ensuring their representation in key decision-making processes. 9. Anti-Dilution Protection: It addresses how the preferred shareholders' ownership percentage may be protected in case of a future issuance of stock at a lower valuation. 10. Legal Jurisdiction: This section states that the agreement will be governed and interpreted according to the laws of Tennessee. It's worth mentioning that there might be variations of the Tennessee Form — Term Sheet for Series C Preferred Stock that cater to specific industries, sectors, or investor preferences. These variations may address additional aspects like voting proxies, redemption rights, information rights, or specific protective provisions based on the nature of the company's business or the investors involved. Overall, the Tennessee Form — Term Sheet for Series C Preferred Stock provides a comprehensive framework for negotiating and documenting the terms and conditions related to the issuance of preferred stock during a Series C funding round in Tennessee.