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Wang Yong Term Sheet

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NDA Venture Partners, L.P.

SERIES A PREFERRED SHARE FINANCING

TERM SHEET

August 24, 2006

The intent of this Term Sheet is to describe, for negotiation purposes only, some key terms of the proposed investment agreement by and among NDA Venture Partners, L.P. and its associated entities (“NDA”), and Wangyong Holdings, Ltd. (“Holdco”), a limited liability Cayman Islands company.

This Term Sheet is not a legally binding agreement between the Series A Investor, the Group and the Founders and Senior Management with respect to the subject matter hereof, except for the paragraphs below under the headings of “Confidentiality”, “Legal Jurisdiction” and “Exclusivity.” A legally binding agreement between the parties will not occur …show more content…

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|Use of Proceeds: |To be discussed and agreed as part of the Business Plan as described in the Conditions Precedent|
| |section below. |
|Dividend Rights: |No dividends shall be declared or paid without a Supermajority Vote by the Board. |
|Key Persons |Each senior management team member,to be further identified (“Key Persons”) shall enter into a |
| |new Employment Contract with Holdco and/or WANGYONG (terms to be established and agreed upon |
| |prior to the Signing of the legal documents to satisfaction of the Series A Investor). |
|Qualified IPO |A "Qualified IPO" is defined as an initial public offering and listing on an internationally |
| |recognized stock exchange ("IPO") by Holdco with a pre-money valuation of at least $[200] |
| |million, with the offering representing at least 25% of the pro forma shares outstanding of the|
| |issuer on a fully diluted

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