Term Sheet For Series A Preference Shares In Page 2
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16The Company’s capital structure before and after the Closing is set
Capitalisation:
out in Schedule 1.
ESOP:
The Company and the Investors agree that
as part of the Closing,
an
Employee Share Option Pool (the “ESOP”) will be created
consisting of [ ] ordinary shares (“Ordinary Shares”) (equal to
[ ]% of the postpre-Closing total fully diluted shares), which will be
structured to retain and incentivise senior management.
The ESOP will be implemented
within 90 days following
prior to the
Closing. The terms of the ESOP, including vesting schedule
and
allocations
will be
determined by the Board of the Company at its
sole discretion.
mutually agreed between the Investors and the
Company.
RIGHTS OF SERIES A PREFERENCE SHARES
Dividends:
The Series A Preference Shares will carry an annual [__]%
cumulative dividend payable upon a liquidation or redemption. For
any other dividends or distributions, participation with Ordinary
Shares on an as-converted basis.
Dividends will be paid on the Series A Preference Shares on an
as-converted basis when, as, and if paid on the Ordinary Shares.
Liquidation Preference:
In the event of any liquidation, dissolution or winding up of the
Company, the proceeds shall be paid as follows:
First pay
[one]
times the Original Purchase Price
[plus accrued
dividends]
[plus declared and unpaid
dividends]
on each Series A
Preference Share (or, if greater, the amount that the Series A
Preference Shareholder would receive on an as-converted basis).
The balance of any proceeds shall be distributed pro rata to
holders of
Series A Preference Shares (on an as-converted basis) and
holders of
Ordinary Shares.
A merger or consolidation (other than one in which shareholders of
the Company own a majority by voting power of the shares of the
surviving or acquiring company) 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 event (a “Deemed
Liquidation Event”), thereby triggering payment of the liquidation
preferences described above
unless the holders of [__]% of the Series
A Preference Shares elect otherwise.
Voting Rights:
The Series A Preference Shares shall vote together with the Ordinary
Shares on an as-converted basis, and not as a separate class, except (i)
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