The total volume of the private placement by Neo Portföy Yönetimi A.Ş. Simya I Girişim Sermayesi Yatırım Fonu(“Simya” or “the Investor”) amounts to USD XXXXX the “Investment Amount”) in an investment round. The Company shall issue and the Investor shall subscribe for most senior class of preferred shares (the “Preferred Shares”). The Investor shall hold XXXX of the registered share capital of the Company, based on a pre-money valuation of USD XXXXX (the “Pre-Money Valuation”).
Subject to the terms laid down herein and in the Definitive Agreements, at the Closing, in a capital increase transaction during which the Founders and the Shareholders will waive their pre-emption rights, a direct equity investment will be realized by the Investor whereby the newly issued Preferred Shares of the Company will be subscribed by the Investor, in order to finance the growth and development of the Business, under the terms defined herein and in the Definitive Agreements.
Share Subscription Right of Alchemist
In the event that the Company will join the Alchemist’s flagship accelerator program and the Closing will be occured,Alchemist will have the right to hold the common stock shares that represent2% of the registered share capital of the foreign company which will be specifically established in the U.S.or Europe for the flip up process of the Company in consideration of the services that will be provided during the program.
Conditions to the Closing
The Closing will be conditional upon fulfillment of the following conditions to the satisfaction of the Investor;
(i) Receiving the offer to join the Alchemist’s flagship accelerator program.
(ii) Completion of “legal/financial/technology” due diligence satisfactory to the Investor, if any.
(iii) Satisfaction of the conditions precedent including but not limited to usual and customary conditions precedent, including signing the binding agreements, obtaining the applicable consents and approvals, complying with all applicable laws.
Representations and Warranties
The Founders and the Company shall make necessaryrepresentations and warranties regarding Company’s existence, ownership, operations, financial status, assets, business, technology, IP rights etc.
Right to Participate Pro Rata in Future Rounds
Simya or Simya affiliates shall have a pro rata right, based on its percentage of equity ownership in the Company to participate in subsequent issuances of equity securities of the Company in the same terms and over the same price to be determined for such future round of investment. Should Simya affiliates choose not to purchase its full pro rata share, the other shareholders shall have the right to purchase the remaining pro rata shares.
Upon a liquidation, merger, acquisition, exclusive licensing or other disposal of substantially all of the assets or majority of the shares of the Company (a “Change of Control”), Investor shall be entitled to receive in priority to all other classes or securities of the Company including the ordinary shares of the Company (the Ordinary Shares) the higher of: a) an amount one times the Total Investment Amount or b) the amount it would receive if it has converted all of its Preferred Shares into Ordinary Shares immediately prior to the Change of Control (i.e. a 1x non-participating liquidation preference).
Right of First Refusal
Simya affiliateswill have a right of first refusal in any sale of Ordinary Shares following the Share Transfer Prohibition, other than any transfer pursuant to a Permitted Transferee (as to be defined in the Definitive Agreements)
If any holder of Ordinary Shares proposes to transfer any shares in the Company following the Share Transfer Prohibition, other than any transfer pursuant to a Permitted Transferee (as to be defined in the Definitive Agreements), each holder of Preferred Shares will have the right to sell the same percentage of its shares as the selling shareholder is proposing to sell on the same terms.
The Investor shall have a put option entitling it to require the Founder to acquire all of the shares held by it in the Company at any time for a total consideration of USD 1.00.
Without prejudice to any other more qualified quorum required under the applicable law, the Company will not, without the prior approval and affirmative vote ofSimya at the general assembly meeting of the Company:
(i) Capital increases, issuance of new shares;
(ii) Amendment of the privileges granted to the shares issued to; the Investor, creation of share groups superior to Investor shares;
(iii) make any loan or advance to any person, including, any Founder, employee or director or the related party of any such person, except for the advances and expenditures in the ordinary course of business;
(iv) sell, assign, license, pledge or encumber material technology or intellectual property, other than licenses granted in the ordinary course of Business;
The Investor may transfer its shares to an affiliated company in the same group of companies provided such party enters into the Definitive Agreement as a party, assuming the rights and liabilities of the transferring party.
Additional Rights and Obligations
If the Company issues securities in its next equity financing after the date hereof (the “Next Financing”) that (a) have rights, preferences or privileges that are more favorable than the terms of the Preferred Shares, the Company shall provide substantially equivalent rights to the Simya with respect to the Preferred Sharesheld by it (with appropriate adjustment for economic terms or other contractual rights), subject to such purchaser’s execution of any documents, including, if applicable, investor rights, co-sale, voting, and other agreements, executed by the investors purchasing securities in the Next Financing.
Audit and Information Rights
The Investor shall have customary audit and information rights as specified in the Definitive Agreements.
The Parties agree to maintain this Term Sheet in strict confidentiality and will not disclose any of its content or the fact that the Parties are in negotiation with each other to any third party, except, when required, to employees or outside advisers on a need-to-know basis and subject to them being subject to similar confidentiality obligations.
Term Sheet Only
The foregoing Term Sheet sets forth the good faith agreement between the signatories identified below and it is not intended to be legally binding except for the binding provisions aforementioned until Definitive Agreements are executed and delivered by the Parties hereto.
In consideration of the Investor committing time, money and resources to conduct its due diligence on the Company and draft, and negotiate the definitive legal documentation, the Company agrees not to discuss any potential investment in the Company or to continue or initiate any such discussions with any other potential investors, unless consented to by the Investors. This right shall expire on [.]
The legal fees including the general assembly meeting and registration to the trade registry for the subscription of the Investment Amount will be paid by the Company.
Governing Law and Venue
Insofar as permissible, exclusive jurisdiction for all disputes arising from and in connection with the present Term Sheet and shall be governed by the laws of Republic of Turkey and the disputes shall be resolved firstly with a voluntary mediation and if the Parties fail to come to an agreement, the disputes shall be resolved by İstanbul Arbitration Center.