Wang Yong Term Sheet
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 unless and until all necessary corporate approvals have been obtained by the parties hereof (as applicable) and the parties have negotiated, approved, executed and delivered the appropriate definitive agreements. Until execution and delivery of such definitive agreements, the parties shall have the absolute right to terminate all negotiations for any reason without liability therefor.
|Issuer: |Wangyong Holdings, Ltd. (“Holdco”), a Cayman Islands registered company. Holdco directly or |
| |indirectly owns, controls or has the exercisable option to obtain the controlling stake of a |
| |group of companies having their main business operations in the People’s Republic of China, |
| |including, but not limited to, Shanghai Wangyong Software Co., Ltd., and ______________ (“WFOE”)|
| |(collectively, “WANGYONG”, and together with Holdco known as the “Group”). |
|Series A Investor: |NDA Venture Partners, L.P. and its associated entities (“NDA”).
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 unless and until all necessary corporate approvals have been obtained by the parties hereof (as applicable) and the parties have negotiated, approved, executed and delivered the appropriate definitive agreements. Until execution and delivery of such definitive agreements, the parties shall have the absolute right to terminate all negotiations for any reason without liability therefor.
|Issuer: |Wangyong Holdings, Ltd. (“Holdco”), a Cayman Islands registered company. Holdco directly or |
| |indirectly owns, controls or has the exercisable option to obtain the controlling stake of a |
| |group of companies having their main business operations in the People’s Republic of China, |
| |including, but not limited to, Shanghai Wangyong Software Co., Ltd., and ______________ (“WFOE”)|
| |(collectively, “WANGYONG”, and together with Holdco known as the “Group”). |
|Series A Investor: |NDA Venture Partners, L.P. and its associated entities (“NDA”).