投资条款模板英文版

1、【】FUND L.P.AND 【】INC.SERIES A PREFERRED STOCK FINANCINGTERM SHEET,20_This Term Sheet is not a legally binding agreement between the Investors and the Company, except the sections of “Confidentiality " ,"Exclusivity " and "Administrative Fee ".Notwithstanding anything to the

2、contrary, any obligations of the Investors to complete or provide funding for any transaction, whether contemplated herein or otherwise, are subject to the receipt of internal approvals, completion of due diligence to the satisfaction of the Investors in their sole and absolute discretion, and the p

3、arties having negotiated, approved, executed and delivered the appropriate definitive agreements. Until execution and delivery of such definitive agreements, the Investors shall have the absolute right to terminate all negotiations for any reason without liability.ExclusivityThe Company agrees that

4、within forty five (45) days from the date of the signing of this Term Sheet, the Company and its shareholders, board members, employees and their respective relatives or affiliates shall not, directly or indirectly, take any action to solicit or support any inquiry, proposal or offer form, furnish a

5、ny information to or participate in any negotiations or discussions with, any third party, or enter into any agreement or arrangement, regarding any equity/debt funding or sale, without the prior written consent of the Investors.This exclusivity is automatically extended to the period necessary for

6、the Company to satisfy the closing conditions outlined in the Stock Purchase Agreement section of this Term Sheet. Notwithstanding the foregoing, if neither the Company nor the Investors give written notice of its wish to terminate this Term Sheet at least five days prior to the end of the exclusivi

7、ty period, the Term Sheet shall remain in full force and effect, and the Company shall continue to negotiate exclusively with the Investors until the Company or the Investors give written notice of termination.In this Term Sheet,"$" or " dollar " means United States dollars;"

8、;Ordinary Share Holders " mean the holders of Ordinary Shares;"Preferred Shares " mean shares of the Series A Preferred Stock; and "Shareholders " mean holders of Ordinary Shares and Preferred Shares.OFFERING TERMSClosing Date:As soon as practicable following the Company'

9、; s acceptance of thisTerm Sheet and satisfaction of the Conditions to Closing (the“Closing " "provide for multiple closings if applicableInvestors:Investor No. 1:【】shares (【】), $【】Investor No. 2:【】shares (【】), $【】as well other investors mutually agreed upon by Investors and the CompanyInv

10、estment Amount:$【】 million for 【】 Preferred Shares, initially representing approximately 【】 ownership of the Company immediately post-closing, on a fully-diluted basis, including shares reserved for any employee option pool.Type of Securities:Series A Convertible Redeemable Participating Preferred S

11、tock ("Series A Preferred Stock") of the Company, initially convertible on a 1:1 basis into shares of the Company ' s Ordinary Shares.Purchase Price andValuation:$【】per share (the Purchase Price").The Purchase Price represents a fully-diluted pre-money valuation of$【】 and a fully-

12、diluted post-money valuation of $【】.A capitalizationtable showing the Company 's capital structure immediately following closing is attached.Understanding ofYear EarningThe valuation is based on the Company after tax net earning for 【Year】 is no less than $【】.Results shall be based on US GAAP an

13、d shall be audited by one of the “big four " international accounting firms.Warrants:Upon the closing, the Company will issue to the Investors a warrant to purchase $ 【】 million or 【】 of additional Preferred Shares. The exercise price for the warrant will be $【】 per share, which represents【】 of

14、 the Purchase Price, representing【】 of the Series A postmoney valuation. (The conversion price of these shares shall initially be the same as the exercise price but shall be proportionally adjusted for share splits, share dividends, recapitalizations and similar transactions). The warrants will not

15、be subject to any material conditions on its exercise and will be exercisable at any time after the closing until the earlier of (i) 5 years after the closing or (ii) a Qualified IPO (as defined below).Use of Proceeds:The Company shall use the proceeds from the Series A Financing for business expans

16、ion, working capital in accordance with the approved budget and business plan of the Company.Confidentiality:The terms and conditions of the Series A Financing (including the terms and even existence of this Term Sheet and any investment related documentation) will be confidential information and wi

17、ll not be disclosed by any party except as permitted below. In the event of a disclosure required by law, the disclosing party shall, at a reasonable time before making any such disclosure or filing, consult with the other parties regarding such disclosure or filing and, to the extent possible, seek

18、 confidential treatment for such portions of the disclosure or filing as may be requested by the other parties.Notwithstanding the foregoing, the Company will be entitled, after closing, to disclose the existence of the investment, as well as the Investors ' investment in the Company , solely to

19、 the Company's investors, investment bankers, lenders, accountants, legal counsel, business partners, and bona fide prospective investors, employees, lenders and business partners, in each case only where such persons or entities are under appropriate nondisclosure obligations.No announcements r

20、egarding the Investors' investment in theCompany in a press conference, in any professional or trade publication, in any marketing materials or otherwise to the general public may be made without the prior written consent of the Investors.The Investors shall be entitled to disclose their respect

21、ive investmentsin the Company and the terms thereof to third parties or to the public.RIGHTS ANDPREFERENCES OFPREFERRED SHARESDividend Preference:Alternative 1: All shareholders agree that no dividends are distributed prior to IPO.Alternative 2: The Series A Preferred will accrue dividends at the ra

22、te of 【】 per annum, payable only when and if declared by the Board or upon a liquidation or redemption.For any other dividends ordistributions, participation with Common Stock on an as-converted basis.Liquidation Preference:In the event of any liquidation, dissolution or winding up of the Company, t

23、he proceeds shall be paid as follows:Alternative 1 (non-participating Preferred Stock): First pay the greater of (i) one times the Original Purchase Price plus accrued dividends plus declared and unpaid dividends on each share of Series A Preferred or (ii) such amount as would have been payable had

24、all shares of Preferred Stock been converted to Common Stock on eachshare of Series A Preferred. The balance of any proceeds shall be distributed pro rata to holders of Common Stock.Alternative 2 (full participating Preferred Stock): First pay one timesthe Original Purchase Price plus accrued divide

25、nds plus declared and unpaid dividends on each share of Series A Preferred. Thereafter, the Series A Preferred participates with the Common Stock pro rata on an as-converted basis.Alternative 3 (cap on Preferred Stock participation rights): First pay one times the Original Purchase Price plus accrue

26、d dividends plus declared and unpaid dividends on each share of Series A Preferred.Thereafter, Series A Preferred participates with Common Stock pro rata on an as-converted basis until the holders of Series A Preferred receive an aggregate of 【】 times the Original Purchase Price per share, at which

27、point each holder of Series A Preferred is entitled to receive the greater of (i) that amount per share or (ii) the amount such holder would receive if all shares of Series A Preferred Stock had beenconverted to Common Stock immediately prior to such liquidation.A merger or consolidation (other than

28、 one in which stockholders of the Company own a majority by voting power of the outstanding shares of the surviving or acquiring corporation) and a sale, lease, transfer, exclusive license or other disposition of all or substantially all of the assets of the Company will be treated as a liquidation

29、event (a “Deemed Liquidation Event" ), thereby triggering payment of the liquidation preferences described above unless the holders of【】 ofthe Series A Preferred elect otherwise.Redemption:Beginning on the fifth anniversary of the Closing Date, the holders of a majority of the then outstanding

30、Series A Preferred may require the Company to redeem all of the outstanding Series A Preferred Shares at a redemption price of【】 of the Purchase Price plus all accruedbut unpaid dividends (the "Redemption Price"), proportionally adjusted for share splits, share dividends, recapitalizations

31、 and the like.If on the date of redemption, the number of Series A Preferred Shares that may then be legally redeemed by the Company is less than the number of Series A Preferred Shares to be redeemed, then any unredeemed Series A Preferred Shares will be carried forward and redeemed as soon as the

32、Company is legally able to do so.Voting Rights:Each share of Series A Preferred will be entitled to vote on all matters submitted to a vote of the shareholders and will be entitled to the number of votes equal to the number of Ordinary Shares then issuable upon conversion at the applicable conversio

33、n price and ratio.The Series A Preferred Shares will generally vote together with the Ordinary Shares and not as a separate class, except as provided below under the heading "Protective Provisions."Conversion Rights:Each holder of Series A Preferred will have the right, at its sole discret

34、ion, to convert all or any portion of its Series A Preferred into Ordinary Shares at any time after the Closing Date.The initial conversion price will be the Purchase Price, resulting in an initial conversion ratio of 1-for-1, but will be subject to adjustment as provided in the sections below.Serie

35、s A Preferred Shares, upon conversion, repurchase or redemption, will be cancelled and retired and will not thereafter be reissued.Automatic Conversion (or Mandatory Conversion):All of the Series A Preferred Shares will automatically be converted into Ordinary Shares at the applicable conversion pri

36、ce upon the closing of a firm commitment underwritten registered public offering of Common Shares in the United States or in Hong Kong at a pre-offering Company valuation of at least $【】million and raising at least $【】million (a "Qualified IPO"), or an offering or listing substantially equ

37、ivalent to the foregoing in another jurisdiction acceptable to Investors.General Anti-DilutionConversion Price and Ratio Adjustments:The conversion price and ratio will be proportionally adjusted for share splits, share dividends, recapitalizations and similar transactions.In the event that the Comp

38、any issues additional securities at a purchase price less than the current Series A Preferred conversion price, such conversion price shall be adjusted in accordance with the following formula:Alternative 1:"Typical " weighted average:CP2 = CP 1 * (A+B) / (A+C)CP 2 = Series A Conversion Pr

39、ice in effect immediately after new issueCP 1 = Series A Conversion Price in effect immediately prior to new issueA= Number of shares of Common Stock deemed to beoutstanding immediately prior to new issue (includes all shares of outstanding common stock, all shares of outstanding preferred stock on

40、an as-converted basis, and all outstanding options on an as-exercised basis; and does not include any convertible securities converting into this round of financing)B= Aggregate consideration received by the Corporationwith respect to the new issue divided by CP1C= Number of shares of stock issued i

41、n the subjecttransaction Alternative 2: Full-ratchet the conversion price will be reduced tothe price at which the new shares are issued. Alternative 3: No price-based anti-dilution protection.Preemptive Rights to NewEach holder of Series A Preferred Shares will have a preemptive rightIssuances:to p

42、urchase up to its pro rata share (based on its percentage of outstanding Ordinary Shares on an as-if-converted basis) of any securities offered by the Company, on the same price, terms and conditions as the Company proposes to offer such securities to other potential investors, with a right of overs

43、ubscription if any holder of Series A Preferred Shares elects not to purchase its full pro rata share.This right would not apply to any issuances of Ordinary Shares (i) pursuant to the ESOP; (ii) upon conversion of Preferred Shares or upon exercise of outstanding options or warrants; (iii) in a bona

44、 fide acquisition of another business entity; (iv) in an underwritten registered public offering by the Company; or (v) in connection with any stock split, stock dividend, recapitalization or similar transaction.Protective Provisions:Consent of the Board Directors who represent the holders of the ou

45、tstanding Series A Preferred Shares (or Ordinary Shares upon conversion of the Preferred Shares) would be required for any action (whether by amendment of the Company' s Memorandum or Articles ofAssociation or otherwise, and whether in a single transaction or a series of related transactions) th

46、at approves or effects any of the following transactions involving the Company or any of its subsidiaries:(i) Alter or change the rights, preferences or privileges of thePreferred Shares or creates (by reclassification or otherwise) any new class or series of shares having rights, preferences or pri

47、vileges senior to or on a parity with the Series A Preferred;(ii) Sell or issue any equity or debt security or warrant, optionor other right to purchase any equity or debt security (with the exception of any shares issued pursuant to the ESOP or upon conversion of Preferred Shares);(iii) Declare or

48、pay any dividend or distribution or otherwiseresults in the redemption or repurchase of any equity security;(iv) Make or results in any acquisitions, sale of control orassets, merger, consolidation, joint venture or partnership arrangements or incorporate any subsidiary or pass any resolution relati

49、ng to reduction of share capital, dissolution or liquidation;(v) Effect a recapitalization, reclassification, split-off, spin-off or bankruptcy of the Company(vi) Sell, mortgage, pledge, lease, transfer or otherwise dispose of any of the Company' s assets which are (i)outside the ordinary course

50、 of business and (ii) in excess of $300,000 in aggregate over any twelve months;(vii) Approve or amend any quarterly and annual budget, business plan and operating plan (including any capital expenditure budget, operating budget and financing plan); such approval shall be required before the Company

51、 can continue operations at the beginning of each quarter.(viii) Engage in any business materially different from that described in the then current business plan, change the name of the Company or cease any business undertaking of the Company;(ix) Incur any indebtedness or assume any financial obli

52、gation or issue, assume, guarantee or create any liability (such indebtedness, financial obligation or liability is between the Company and a third party) for borrowed money in excess of $100,000 in aggregate at any time outstanding unless such liability is incurred pursuant to the then current busi

53、ness plan;(x) Make any expenditure or other purchase of tangible or intangible assets in excess of $300,000 in aggregate over any twelve months unless such expenditure is made pursuant to the then current business plan;(xi) Enter into any material agreement or contract with any party or group of rel

54、ated parties under which the Company s aggregate commitments, pledge or obligations to such party or group of related parties are unlimited orpotentially exceed $100,000 over any twelve months or in the aggregate;(xii)Acquire through purchase, lease, or rental any automobilewith a purchase value gre

55、ater than $30,000 or any real estate (including office space used by the Company), whether or not accounted for as a capital expenditure;(xiii)Engage or enter into any transaction or agreement withany of the Company s affiliates, shareholders or other related parties;(xiv) Increase or decrease the a

56、uthorized size of the Board or any committee thereof;(xv)Appoint, terminate or determine the compensation of theCEO, President, COO, CFO, CTO or any senior manager (Vice President-level or above);(xvi) Increase the compensation of any of the five most highly compensated employees of the Company by m

57、ore than 15% within a 12 month period unless such increases are specified to and discussed by the Board in the approved budget and business plan;(xvii) Approve, amend or administer the ESOP;(xviii) Change materially the accounting methods or policies or appoint or change the auditors;(xix) Amend or

58、waive any provision of the Memorandum or Articles of Association or By-Laws; and(xx)Select the listing exchange and the underwriters for anIPO or approve the valuation and terms and conditions for the IPO.STOCK PURCHASEAGREEMENTSTOCK PURCHASEAGREEMENTRepresentations and Closing Conditions:The purcha

59、se of the Series A Preferred Shares would be made pursuant to a Stock Purchase Agreement acceptable to the Company and the Investors and shall include, among other things, appropriate or customary representations, warranties and covenants by the Company and the Founders.The Stock Purchase Agreement shall include customary closing condition