1.  除非钱到帐才算真正完成，签Termsheet后不投的太常见了

2. 对于不利的东西不要马上拒绝，即使价格低，对赌条件不好，所有东西都是谈出来的

My advice to entrepreneurs: Assume you aren’t even close to closing your round of funding until the money is in the bank. I know it sounds a little obvious and a little negative, but I have had signed term sheets on the table that never closed despite the fact that the venture capitalists on the other side of the table had every intention of funding my deal. I have seen my friends waste valuable time working on deals, to the neglect of other possible deals, that never had a chance of closing. The truth of the matter is that you will NEVER know all of the potential reasons why your venture capital ‘partner’ won’t be able to do your deal ~ their limited partners refused the capital call, another deal is in serious trouble and they will need the dry powder to bail it out, the partner you are dealing with might be on the way out of the firm, the partner you are dealing with is conducting undue diligence (i.e. competitive intelligence) and so on. It really doesn’t matter. What does matter is that you keep selling, you keep trying to raise the money necessary to keep the business going. NEVER TELL ANYONE YOU ARE ABOUT TO CLOSE A ROUND. Instead tell them you are actively seeking the right partner to fund the deal. The right partner will most frequently be the one whose check clears the bank. Let me tell you a story about a good friend who prompted this advice.

Over the past year a very good friend of mine has been ‘about to close a round of funding‘ for his startup. He raised several million dollars the year before and has executed on his plan flawlessly. The venture capital market has turned it’s back on his space and raising money has been, to say the least, difficult. Three or four months ago he was on the verge of running out of money, but had an un-negotiated term sheet from a small venture capital firm in hand. After reviewing the term sheet he convinced his ‘angels’ to give him a little more runway to get the business funded.

This was a red flag in my book. In my experience an interested venture capital firm would have taken this ‘weakness’ as a perfect opportunity to get involved at the ‘right price’ if they were truly interested. I didn’t say anything to my friend, but I did try to make a few introductions to alternative investors. He didn’t have the time to invest with the ‘new’ investor because he figured he didn’t have the time to get another venture group up to speed. My thought was he didn’t have the time NOT to get another venture group up to speed. Needless to say I was annoyed at my friend.

Each month my friend would come close to running out of cash. They were just limping along trying to make it until they could close the round. The investor was ‘very close’, but there were always problems. Finally the investor prepared a negotiated term sheet for the company’s review and after a couple of weeks of convincing he got the investors on board with the deal. It sounded like everything was done, but then my friend mentioned to me that they were almost there, just the venture capitalist’s investment committee was going to meet the next day and that would be that. I couldn’t contain my frustration! The investment committe hadn’t already approved the deal, i.e. signed off on the term sheet? I knew my friend was in trouble. It took a week, but when he had to finally close the doors the investor explained that he couldn’t get the investment committee on board. The term sheet was worthless and now it really was too late to talk to another investor.

You can do everything right, but without capital your startup won’t make it. Never give up. Never assume you have a deal until the money is in the bank. I know, it sounds obvious, but remember, venture capital firms are selling to - sometimes they are selling what they can’t deliver.