Term Sheet For Series A Preference Shares In Page 4
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16(iv) Ordinary Shares (or options to purchase Ordinary Shares)
issued or issuable to employees or directors of, or
consultants to, the Company pursuant to the ESOP or any
other plan approved by the Company’s Board of Directors;
(v)
Ordinary Shares issued pursuant to the conversion of any of
the Series A Preference Shares;
(vi) shares issued for nil consideration under any pro rata bonus
issue, consolidation or subdivision of any shares or any
reduction or cancellation of share capital (or any similar
reorganisation of the capital of the Company) which affects
all shareholders equally; or
(i)(vii) shares issued as consideration pursuant to any
acquisition undertaken by the Company, provided such
transaction is approved by the Lead Investor.
Mandatory Conversion:
Each Series A Preference Share will automatically be converted into
Ordinary Shares at the then applicable conversion rate in the event of
(i) the closing of a underwritten public offering with a price of [___]
times the Original Purchase Price (subject to adjustments for
dividends, share splits, share combinations and similar events) and
gross proceeds to the Company of not less than $[_______] (a
“Qualified Public Offering”), or (ii) upon the written consent of the
holders of [__]% of the Series A Preference Shares.
Pre-emptive Right to
Each
[Major]
Investor will have a right to purchase its pro rata share
Participate Pro-rata in
of any offering of new securities by the Company, subject to
Future Rounds:
customary exceptions. The pro rata share will be based on the ratio
of (x) the number of shares held by such holder (on an as-converted
basis) to (y) the Company’s issued securities (on an as-converted
basis). The holders exercising this right will be required to purchase
all or any portion of the new securities to be offered, and shall have
an over-allotment option to purchase any securities not purchased by
other
[Major]
Investors. This right will terminate immediately prior
to the Company’s initial public offering.
[For the purposes of this section, a “Major Investor” means any
Investor who subscribes for at least $[______] of Series A Preference
Shares.]
The Pre-emptive Rights may be waived with approval of the [Major]
Investors holding a majority of the Series A Preference Shares.
The following issuances shall not trigger Pre-emptive Rights:
(i)
the issue of securities as as a dividend or distribution on the
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