It's very clear to me that these documents were substantially informed by the YC docs' terms but that they were adapted from standard VC documents, and aren't just mere re-wordings of the YC documents.  Again, these documents and the YC docs are for the round *after* TS/YC funding.  Lastly, I'm just comparing the Term Sheets here (although I've browsed through the legal documents).  For my analysis of the YC documents, see my previous blog post.

Substantively, the instrument is the same as the Series AA Shares in the YC documents: convertible non-participating 1.0x preferred stock at a 1:1 conversion ratio.  Both the YC and TS Series AA documents give the Series AA investors rights to participate, on a pro rata basis (to maintain their ownership percentage of the Company after the closing of the Series AA round), in any subsequent financings.  However, there are many things in the TechStars documents that aren't in the YC documents. 

First, there is a three-member Board of Directors that splits 2/1 founders/Series AA investor representative.  There is no mention of the Board composition in the YC AA docs.  Second, the TS documents introduce the idea of a "Qualified IPO", which is a standard VC term sheet concept.  Again, the YC documents are silent on this.  Third, there are specific notes about conversion price adjustments in the TS documents - the "broad-based weighted average anti-dilution protection (with customary exceptions)" is pretty standard language for a formal VC round that protects the investor in a down round.  For a description of weighted average anti-dilution, see Yokum's post on the matter on his indispensable Startup Company Lawyer blog.  Lastly, it's nice to see that each side is specifically responsible for their own fees in conjunction with the Series AA round. 

There is something in the YC documents that isn't in the TS documents - the 180 day holding period for insiders.  Again, the 180 day period is awfully optimistic (especially in this environment), but it raised an eyebrow that the TS documents chose not to, at least, contain every term in the YC documents.  Again, this is probably due to the TS documents coming from Cooley's standard VC round documents rather than being a Cooley version of the Wilson Sonsini YC documents.  Further evidence for my theory is that, as of this writing, the Protective Provisions part of the TS term sheet makes reference to Series A, not Series AA.  (Associate lawyer/paralegal oops.  :) ) 

To me, I prefer the Cooley/TechStars documents, if only because they're more similar to standard VC documents, and I like that level of familiarity and I have nostalgia for the days when I'd wake up at 4am for a flight across the country.  (Note: not true - I hate to travel and I really hate to wake up early.)  The instruments are the same, however, and this is essentially just a style preference on my part.  If you have any questions, fire away in the comments. 

So I went to Thursday's big BizSpark shindig at Microsoft's fancy (very fancy) new regional office at the AON Center.  Dan'l Lewin gave the speech - one that was way too focused on the startup ecosystem and less about the program benefits than I would have liked, but he's a big shot.  This was clearly an important initiative for Microsoft, especially given how they've done a tremendous job of bringing on board partners for the program.

This is the thing, however - BizSpark won't save anyone any money.  If you're locked into MS tools and want to build a web app, OK, great - you don't have to learn PHP/Python/Ruby/whatever and Apache.  But if you're starting from scratch - there's nothing there to make you want to use Microsoft tools.

So, yeah, I was there.  And during the Q&A, I stood up and said "I have a public LAMP stack application; how can I use BizSpark?"  And the answer I got was "Microsoft can help you scale."  And Dan'l's proof was how Microsoft helped MySpace.  MySpace, as many know, was built on Cold Fusion.  There was nothing about how the MSDN subscriptions could help me get Office licenses.  I use OpenOffice for most things, but we all use our personal computers for Dawdle, which means we use our personal licenses for MS Office.  Clearly, this doesn't scale as we hire up.  (BTW, the MSDN subscriptions are only for "developers", so I can't use it as a mere suit.)

And, the best part - access to Azure won't be free.  It'll be at "market rates."  So, I could use LAMP stack tools (all free) and AWS/GAE or I could use Microsoft tools and Azure (which isn't launched yet).  The MSDN subscriptions are hands-off to the business folks (you know, the least adaptable individuals in an organization).

Someone at Microsoft needs to stop thinking their shit don't stank.

BTW, Dawdle's already *in* BizSpark.  What a waste of $100.

I've become obsessed with the "25 random things" meme that's sweeping over Facebook.  One, they're fantastic reads, especially of people who I'm friends with but don't really know - I get to learn all sorts of things about them that I didn't know.  Two, they just make me happy.  They're almost universally positive, rather than being negative, "woe is me" depressive missives.  If you know anything about me, a lot of what drives me is finding ways to make other people happy - from being a Democrat (not having to worry about health care lets you have more time to do other stuff) to starting Dawdle (being able to sell stuff online quickly gives you more time to do other stuff).  Third, the mechanics of how and why it took off in the last week are fascinating.

Let's look at the instructions:

At first, I thought 25 was way too many things to write, and spreading it to 25 people was way too many people to tag.  However, I was clearly wrong on both accounts.  One, even though there's a fair amount of platitudes, most people are interesting enough to have a good proportion of the 25 things be worthwhile.  This makes it more likely that, as News Feeds get flooded, people will take the time to read them.  Secondly, tagging 25 people not only introduces a cute little parallelism, but it accounts for the dropoff in participation rates.  If only ten percent of those tagged write their own note, that's 2.5 new notes that are written.

Secondly, the clear deliniation of steps is important.  In my experience, this is the first new Note written by the vast majority of my friends.  A quick unscientific sample of other non-Facebook friends who I communicate with via Twitter and IM shows this pattern to be the same for them, as well.  Not only do the instructions tell the user what to do, they tell the user *where* the link is to complete the action.  This is enabled because of the consistency of Facebook's interface - good luck trying to pull this off on MySpace, Tumblr, or any other site where users can make themes or mess with CSS.

Lastly, there's an instruction of *why* to write the list.  The reason of "If I tagged you, it's because I want to know more about you." shows that this isn't an exercise in self-promotion; it's an invitation - a favor for someone else.  Because people are basically good, if the favor is small enough, it becomes easy to do.  The recipient gets something they couldn't do themselves, and the giver gets the satisfaction (and some measure of happiness) of doing something for someone else.

Finally, the fact that Facebook Notes have comments further increases both the utility and the viral nature of the meme.  Users come back to the same note to see additional comments, and comments left allow people who weren't tagged, who weren't friends with the poster, or those whose News Feeds did not pick it up the first time around, to become aware of the Note.  As far as I can tell, there isn't a tab or selection just to see Notes in Facebook - the only way to come across them is to see them in the News Feed (much more likely) or to randomly stumble upon them by looking at someone's profile (you're more likely to look at a profile after seeing a Note in the News Feed than the other way around, I believe).

One of the things we've seen is that Facebook apps have completely lost their virality after the redesign of profile pages - people are trying to spread new apps by embedding them in apps that already exist on users' profile pages.  I'm not too sure if the viral nature of Notes can be replicated - asking about favorite movies, music, and the like are redundant with existing fields on profile pages.  And the text-based nature of the Notes feature limits its usability.  Perhaps Notes will turn into a semi-private blogging platform (as opposed to the public blogging platform of Posterous, Wordpress, TypePad, Tumblr, etc), but if that was the case, I'd guess that would have happened already.  I cannot see people tagging others as a recurring behavior, as it becomes as spammy as the applications who were doing that became, which necessitated the redesign to a certain extent.  Plus, the tagging goes against the intended use of the feature, which Facebook has shown a particular disgust for over the years.

In the end, what fascinates me about the "25 random things" meme is that 1) I was able to learn lots of interesting things, and 2) it seems unlikely to be replicated in a substantially similar form again despite its utility to create happiness, and 3) happiness is awesome.