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Investor & Funding7 min read

The Angel Investor Term Sheet Glossary: Liquidation Preference, Pro-Rata & Drag-Along

A clear, practical guide decoding essential legal clauses in startup term sheets for angel investors, doctors, executives, and family offices.

Author: FirstMartt Legal AdvisoryTopics: Angel Investment Opportunity, Invest in Indian Startup, Startup Investment Opportunity

For professionals, corporate executives, and business owners entering angel investing, legal term sheets can seem dense with legal jargon. Understanding standard investor protective provisions ensures informed decision-making.

Key Term Sheet Clauses Explained

  • **1. 1x Non-Participating Liquidation Preference:** Protects the investor's original principal in an exit or liquidation event before common stockholders receive distributions.
  • **2. Pro-Rata (Pre-Emptive) Rights:** Guarantees the right to maintain your percentage ownership in subsequent funding rounds to prevent unwanted dilution.
  • **3. Right of First Refusal (ROFR):** Gives existing shareholders the first opportunity to buy shares if a founder or major investor decides to sell.
  • **4. Information Rights:** Contractual commitment ensuring investors receive formal monthly financial MIS statements and audited annual financial reports.
  • **5. Drag-Along & Tag-Along Rights:** Tag-along protects minority angels by ensuring they can participate on equal terms if a majority stake is acquired by a strategic buyer.

FirstMartt utilizes clean, standardized, investor-friendly legal instruments that protect all shareholders equitably.

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