VC投资条款.docVIP

投资条款 0081 Sector Healthcare Consultancy Region Shanghai Source of Capital Foreign Capital Date (mm/dd/yyyy) N/A Governing Law Hong Kong Law No. of Investors 1 Company Valuation (Pre-Money) $2,300,000 Company Valuation (Post-Money) $3,450,000 Type of Security Series A Preferred Issue Price $.1 per share No. of Shares 11,500,000 % Ownership Fully Diluted 30.00% Conversion Ratio Conversion Ratio: 1:1 Total Investment Amount $1,150,000 Currency US$ Investor Share Vesting No Founder/Other Vesting No Warrant, Stock Option No % or No. of Warrant N/A Price of Warrant N/A Board Representation 1 in 3 Supervision Committee Representation No Outside Directors No Voting Rights Yes Valuation Readjustment under Certain Circumstances No Readjustment Description (IF AVAILABLE) N/A Management Employment Stock Option Yes Management Lock Up No Qualified IPO public offering at a price per share implying a pre-money valuation of the Company of at least US$200 million and yielding net cash proceeds to the Company of not less than US$40 million Put Option / Redemption Rights Yes; 60 months after Closing; 100% + 20% annual interest Liquidation Preference 100% + 20% annual interest + pro-rata participation Right of First Refusal Yes Drag Along Right No Tag Along Right Yes Come Along Right No Registration Right Yes Dividend Annual $.008 per share (8%) Anti-Dilution / Dilution Protection Weighted-average ratchet Most Favored Investor Provision Yes Pay-to-Play No Pre-Emptive Right Yes Transaction Expenses Maximum of $30,000 Exclusivity 60 days ? 投资条款0081 JOINT VENTURE TO ASSEMBLE ZINGO? 1.Purpose of Joint Venture The Parties will establish the joint venture to execute a Strategic Business Plan, as summarized in Exhibit A. 2.Formation of Joint Venture 2.1 Name The English name of the Joint Venture shall be [ ] and the Chinese name shall be [ ]. 2.2 Timing Parties will negotiate in good faith to establish Joint Venture by September 30, 2007. 2.3 Pa