Term Sheet For Series A Preference Shares In Page 8
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16Market stand-off. Holders of Registrable Securities will agree if
requested by the managing underwriters of the Company’s initial
public offering not to effect any transactions with respect to any of
the Company’s securities within 180 days following the initial public
offering by the Company, provided that all officers and directors of
the Company and holders of at least 1% of the Company’s voting
securities are similarly bound. Such market standoff agreement shall
provide that any discretionary waiver or termination of the
restrictions of such agreements by the Company or representatives of
the underwriters shall apply to Investors, pro rata, based on the
number of shares held.
Other provisions. The Shareholders Agreement will contain such
other provisions with respect to registration rights as are customary,
including
with
respect
to
indemnification,
underwriting
arrangements and restrictions on the grant of future registration
rights.
If the Company or a majority of the Company’s business or assets are
redomiciled or relocated to a US corporation, the Company will, if
the Investors so request, enter into agreements with the Investors
setting out standard registration rights, piggyback rights and expense
provisions.
CORPORATE GOVERNANCE
Board of Directors:
At the initial Closing, the Board shall consist of [______] directors
comprised of:
(i) [name] as the
Series A
Directorrepresentative
designated by
[____], as the Lead Investor;
[(ii) [name] as the representative designated by the remaining
Investors;]
(iii) [name] [name] and [name] as the representatives designated by
the Founders;
[(iv) [___] person(s) who are not employed by the Company and who
are mutually acceptable [to the Founders and Investors][to the other
directors].]
The Lead Investor shall retain its right to appoint a Series A Director
for as long as it owns not less than [
]% of the total issued share
capital.
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