Term Sheet For Series A Preference Shares In Page 14
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16and obligations under the Definitive Agreements;
(vi)(v)
the Company obtaining all necessary director and
shareholder approvals for the investment, including all
necessary consents for the amendment of the Company’s
constitution to incorporate the preferential rights of the
Series A Preference Shares;
(vii)(vi)
the existing shareholders of the Company waiving any
rights of pre-emption or similar in respect of the issue of the
Series A Preference Shares;
(viii)(vii)
[execution
of
employment
or
contractor
agreements with [the Founders/named key persons] on
terms that are reasonably acceptable to the Investors (and
which include reasonable confidentiality, intellectual
property, and non-compete covenants); and]
(ix)(viii)
[any other conditions to the investment].
MISCELLANEOUS
Legal Effect:
The parties acknowledge that this Term Sheet does not address all
essential terms of the potential transaction, and that such essential
terms will be the subject of further negotiations. The Parties further
acknowledge and agree that any party shall have the right to
terminate the negotiation of the potential transaction contemplated in
this Term Sheet for any reason or no reason and that no party owes
the other parties any duty to negotiate a formal agreement. Other
than the terms of the Binding Provisions, this Term Sheet is not
intended to impose any obligation whatsoever on any Party,
including, without limitation, an obligation to negotiate in good faith.
Further, other than the terms of the Binding Provisions, this Term
Sheet is not intended to be and shall not be construed to be a
commitment, contract, offer, counter-offer or binding agreement
among the Parties, the intention of the Parties being that no binding
agreement shall arise until such time as the parties negotiate, execute
and deliver formal and definitive documentation, including, without
limitation the Definitive Agreements.
Exclusivity:
The Company agrees to work in good faith towards a closing. The
Company and the Founders agree that they will not, for a period of
30
days[______] weeks
from the date these terms are accepted, take any
action to solicit, initiate, encourage or assist the submission of any
proposal, negotiation or offer from any person or entity other than the
Investors relating to the issuance, of any shares in the Company [or
the acquisition, sale, lease, license or other disposition of the
14
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