FUND L.P.
AND INC.
SERIES A PREFERRED STOCK FINANCING
___ ___, 20__
This Term Sheet is not a legally binding agreement between the Investors and the Company, except the sections of “Confidentiality”, “Exclusivity” and “Administrative Fee”.
Notwithstanding anything to the contrary, any obligations of the Investors to complete or provide funding for any transaction, whether contemplated herein or otherwise, are subject to the receipt of internal approvals, completion of due diligence to the satisfaction of the Investors in their sole and absolute discretion, and the parties having negotiated, approved, executed and delivered the appropriate definitive agreements. Until execution and delivery of such definitive agreements, the Investors shall have the absolute right to terminate all negotiations for any reason without liability.
Exclusivity
The Company agrees that within forty five (45) days from the date of the signing of this Term Sheet, the Company and its shareholders, board members, employees and their respective relatives or affiliates shall not, directly or indirectly, take any action to solicit or support any inquiry, proposal or offer form, furnish any information to or participate in any negotiations or discussions with, any third party, or enter into any
agreement or arrangement, regarding any equity/debt funding or sale, without the prior written consent of the Investors.
This exclusivity is automatically extended to the period necessary for the Company to satisfy the closing conditions outlined in the Stock Purchase Agreement section of this Term Sheet. Notwithstanding the
foregoing, if neither the Company nor the Investors give written notice of its wish to terminate this Term Sheet at least five days prior to the end of the exclusivity period, the Term Sheet shall remain in full force and effect, and the Company shall continue to negotiate exclusively with the Investors until the Company or the Investors give written notice of termination.
In this Term Sheet,
"$" or "dollar" means United States dollars;
"Ordinary Share Holders" mean the holders of Ordinary Shares;
"Preferred Shares" mean shares of the Series A Preferred Stock; and
"Shareholders" mean holders of Ordinary Shares and Preferred Shares.
