Term Sheet For Series A Preference Shares In Page 7
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16following the Company’s initial public offering. The Company will
have the right to delay such registration under certain circumstances
for up to two periods of up to 90 days each in any twelve month
period.
“Piggyback” registration. The holders of Registrable Securities will
be entitled to “piggyback” registration rights on any registered
offering by the Company on its own behalf or on behalf of selling
stockholders, subject to customary exceptions. In an underwritten
offering, the managing underwriters will have the right, in the event
of marketing limitations, to limit the number of Registrable
Securities included in the offering, provided that the Registrable
Securities may not be limited to less than 25% of the total offering. In
the event of such marketing limitations, each holder of Registrable
Securities will have the right to include shares on a pro rata basis as
among all such holders and to include shares in preference to any
other holders of Ordinary Shares.
S-3 rights. Subject to customary exceptions, holders of Registrable
Securities will be entitled to demand registrations on Form S-3 (if
available to the Company) so long as the offering is for Ordinary
Shares having an aggregate offering price of not less than
US$1,000,000. The Company will not be required to file more than
two such Form S-3 registration statements in any twelve-month
period. The Company may defer an S-3 filing two times during any
twelve-month period for up to 90 days. Such demand on Form S-3
may be for the filing of a shelf registration statement to permit
delayed or continuous sales of Registrable Securities.
Expenses. Subject to customary exceptions, the Company will bear
the registration expenses (exclusive of underwriting discounts and
commissions) of all demand, piggyback and S-3 registrations,
provided that the Company will not be required to pay the fees of
more than one counsel to all holders of Registrable Securities.
Termination. The registration rights of a holder of Registrable
Securities will terminate on such date, on or after the Company’s
initial public offering, on which such holder may immediately sell all
shares of its Registrable Securities under Rule 144 during any
three-month period.
Transfer. Registration rights may be transferred by a holder of
Registrable Securities to current and former partners and members,
and affiliates of that holder and to other persons acquiring at least
200,000 shares of capital stock, provided the Company is given
written notice.
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