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
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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
2. New bank credit facility, 600 million cash on hand to take advantage of opportunities that may arise
• Establishment of contacts—bring the parties together (investment bank and executives of target company) and establish confidentiality agreements.
Item 5.| |MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES| | |20| |
a. The terms of significant agreements under the research and development arrangement (including royalty arrangements, purchase provisions, license agreements, and commitments to provide additional funding) as of the date of each balance sheet presented.
S198A(1): The board of directors has discretion as to when and how to issue shares
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These materials do not constitute an offer of securities. Such an offer will only be made by means of a confidential private placement memorandum to be furnished to qualified prospective investors. This document is confidential and is intended only for the information of the person to whom it was delivered. This document is not to be
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