1. Should BHI participate in Series B or not? Why? If so, should it provide the bridge, and in what form?
The term sheet for the bridge must protect the BHI
a. Talk about governance: board seat, right to approve/veto business decisions if certain performance thresholds are not first met
b. Exit rights: right to exit if PEG is not successful in bringing on additional investors. Right to preferential liquidation over later investors
c. Establish ESOP. High quality local sales people are essential to PEG’s success. The ESOP should incentivize them.
d. Should BHI negotiate for a $1 million investment based on a lower pre-money valuation, thereby increasing its stake. Should they include anti-dilution provisions to protect against any down round.
e. Should the bridge financing be structured as a convertible bond.
f. Should PEG develop and report on impact measures?