Term Sheet For Series A Preference Shares In Page 3
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16the Lead
Investorso long as any Series A Preference Shares remain in
issue, the Series A Preference Shares as a class
shall be entitled to
elect
one[_______]
[1(_)]
directors
in accordance with the paragraph
entitled Board of Directors of this Term Sheet
(“Series A
Directors”), and (ii) as required by law.
Optional Conversion:
The Series A Preference Shares initially convert 1:1 to Ordinary
Shares at any time at option of holder, subject to adjustments for
dividends, share splits, share combinations and similar events and as
described below under “Anti-dilution Provisions”.
Anti-dilution Provisions:
In the event that the Company issues additional securities at a
purchase price less than the current Series A Preference Share
conversion price, such conversion price shall be adjusted in
accordance with the following formula (broad based weighted
average basis):
CP
= CP
* (A+B) / (A+C)
2
1
CP
= Series A Conversion Price in effect immediately after
2
new issue
CP
= Series A Conversion Price in effect immediately
1
prior to new issue
A
= Number of Ordinary Shares deemed to be in issue
prior to the new issue (includes all Ordinary Shares,
all Series A Preference Shares on 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 Company
with respect to the new issue divided by CP
1
C
= Number of shares issued in the subject transaction
The following issuances shall not trigger anti-dilution adjustment:
(i)
the issue of securities as as a dividend or distribution on the
Series A Preference Shares;
(ii)
securities issued upon the conversion of any debenture,
warrant, option, or other convertible security;
(iii) shares issuable upon a share split, dividend, or any
subdivision of shares in the Company;
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