投资协议条款清单

第一篇：投资协议条款清单

投资协议条款清单（Term Sheet）-强卖权

Term Sheet: Drag Along

This is one of those terms that has recently increased in importance to VCs due to the all the financing and exit dynamics that occurred during the downturn of 2001 – 2003.A typical drag-along agreement is short and sweet and looks as follows:

“Drag-Along Agreement: The [holders of the Common Stock] or [Founders] and Series A Preferred shall enter into a drag-along agreement whereby if a majority of the holders of Series A Preferred agree to a sale or liquidation of the Company, the holders of the remaining Series A Preferred and Common Stock shall consent to and raise no objections to such sale.”

As transactions started occurring that were at or below the preferred liquidation preferences, entrepreneurs and founders – not surprisingly – started to resist doing these transactions since they often weren't getting anything in the deal.While there are several mechanisms to address sharing consideration below the liquidation preferences(e.g.the “carve out”-which we'll talk more extensively about some other time), the fundamental issue is that if a transaction occurs below the liquidation preferences, it's likely that some or all of the VCs are losing money on the transaction.The VC point of view on this varies widely(and is often dependent on the situation)– some VCs can deal with this and are happy to provide some consideration to management to get a deal done;others are stubborn in their view that since they lost money, management shouldn't receive anything.However, in all of these situations, the VCs would much rather control their ability to compel other shareholders to support the transaction being considered.As more of these situations appeared, the major holders of common stock(even when they were in the minority of ownership)began refusing to vote for the proposed transaction unless the holders of preferred waived part of their liquidation preferences in favor of the common.Needless to say, this “hold out technique” did not go over well in the venture community and, as a result, the drag-along became more prevalent.I've heard founders and early shareholders say a variety of things with regard to a drag-along, but the most inane is “it's not fair – I want to be able to vote my stock however I want to.”Remember that this term is one of a basket of terms that are part of an overall negotiation associated with injecting money into your company.There are

tradeoffs in any negotiation and nothing is standard – so “fair” is an irrelevant concept – if you don't like the terms, don't do the deal.If you are faced with a drag-along, your ownership position will determine whether or not this is a relevant issue for you.An M&A transaction does not require unanimous consent of shareholders(these rules vary by jurisdiction, although the two most common situations are either majority of each class(California)or majority of all shares on an as converted basis(Delaware)), although most acquirers will want 85% to 90% of

shareholders to consent to a transaction.So – if you own 1% of a company, while the VCs would like you to sign up to a drag-along, it doesn't matter that much(unless there are 30 of you that own 1%.)Again – make sure you know what you are fighting for in the negotiation – don't put disproportionate energy against terms that don't matter.When a company is faced with a drag along in a VC financing proposal, the most common compromise position is to try to get the drag along to pertain to following the majority of the common stock, not the preferred.This way – if you own common – you are only dragged along when a majority of the common consents to the transaction.This is a graceful position for a very small investor to take(e.g.I'll play ball if a majority of the common plays ball)and one that I've always been willing to take when I've owned common in a company(e.g.I'm not going to stand in the way of something a majority of folks that have rights equal to me want to do.)Of course, preferred investors can always convert some of their holding to common to generate a majority, but this also results in a benefit to the common as it lowers the overall liquidation preference.投资协议条款清单（Term Sheet）-购买参与权

Term Sheet: Pay-to-Play

At the turn of the century, a pay-to-play provision was rarely seen.After the bubble burst in 2001, it became ubiquitous.Interesting, this is a term that most companies and their investors can agree on if they approach it from the right perspective.In a pay-to-play provision, an investor must keep “paying”(participating pro ratably in future financings)in order to keep “playing”(not have his preferred stock converted to common stock)in the company.Sample language follows:

“Pay-to-Play: In the event of a Qualified Financing(as defined below), shares of Series A Preferred held by any Investor which is offered the right to participate but does not participate fully in such financing by purchasing at least its pro rata portion as calculated above under ”Right of First Refusal“ below will be converted into Common Stock.[(Version 2, which is not quite as aggressive): If any holder of Series

A Preferred Stock fails to participate in the next Qualified Financing,(as defined below), on a pro rata basis(according to its total equity ownership immediately before such financing)of their Series A Preferred investment, then such holder will have the Series A Preferred Stock it owns converted into Common Stock of the Company.If such holder

participates in the next Qualified Financing but not to the full extent of its pro rata share, then only a percentage of its Series A Preferred Stock will be converted into Common Stock(under the same terms as in the preceding sentence), with such percentage being equal to the percent of its pro rata contribution that it failed to contribute.]

A Qualified Financing is the next round of financing after the Series A financing by the Company that is approved by the Board of Directors who determine in good faith that such portion must be purchased pro rata among the stockholders of the Company subject to this provision.Such

determination will be made regardless of whether the price is higher or lower than any series of Preferred Stock.When determining the number of shares held by an Investor or whether this ”Pay-to-Play“ provision has been satisfied, all shares held by or

purchased in the Qualified Financing by affiliated investment funds shall be aggregated.An Investor shall be entitled to assign its rights to participate in this financing and future financings to its affiliated funds and to investors in the Investor and/or its affiliated funds, including funds which are not current stockholders of the Company.”We believe this is good for the company and its investors as it causes the investors “stand up” and agree to support the company during its lifecycle at the time of the investment.If they do not, the stock they have is converted from preferred to common and they lose the rights associated with the preferred stock.When our co-investors push back on this term, we ask: “Why? Are you not going to fund the company in the future if other investors agree to?” Remember, this is not a lifetime guarantee

of investment, rather if other prior investors decide to invest in future rounds in the company, there will be a strong incentive for all of the prior investors to invest or subject themselves to total or partial conversion of their holdings to common stock.A pay-to-play term insures that all the investors agree in advance to the “rules of engagement” concerning participating in future financings.The pay-to-play provision impacts the economics of the deal by reducing liquidation preferences for the non-participating investors.It also impacts the control of the deal, as it reshuffles the future preferred shareholder base by insuring only the committed investors continue to have preferred stock(and the corresponding rights).When companies are doing well, the pay-to-play provision is often waived, as a new investor wants to take a large part of the new round.This is a good problem for a company to have, as it typically means there is an up-round financing, existing investors can help drive company-friendly terms in the new round, and the investor syndicate increases in strength by virtue of new capital(and – presumably – another helpful co-investor)in the deal.

第二篇：回款合作协议

合作协议

单位（以下简称甲方）

甲方：成都辰玺文化传媒有限公司

供应单位：（以下简称乙方）

乙方：四川中达成宝汽车销售有限公司

甲乙双方经友好协商，本着互惠互利的原则，就甲方委托乙方举办的活动提供相关服务支持等合作，达成如下条款

第一条：甲方委托乙方就停车场灯箱广告提供相应活动服务支持项目。

第二条：甲方委托乙方在停车场灯箱广告投放的31天项目中提供相关汽车咨询服务人员、专业设计技术支持服务等项目，甲方应提前以邮件形式提出需求申请，乙方应根据甲方需求，配合提供甲方提出服务支持要求。

第三条：乙方根据甲方提供的活动需求，安排相关支持项目，以服务甲方活动之安排。

第五条：收费标准和方式

本协议经双方共同协商后甲方需支付乙方相应的支持服务费，金额为¥35,200元人民币，大写：叁万伍仟贰佰元整。

服务费在此项目结束后15日内支付。

收款单位信息

单位名称：四川中达成宝汽车销售有限公司 账号：2820 8263 3310 001 开户行：招商银行成都分行高新支行

第六条： 违约责任

1.甲方未按协议内容安排活动，乙方按违约收取收取相应费用。

2.合作过程中任何一方泄露对方商业秘密给第三方，另一方有权要求其承担相关经济损失。

本协议一式两份，双方签字盖章后生效。合同期满本合同自动终止。

甲方：成都辰玺文化传媒有限公司乙方：四川中达成宝汽车销售有限公司

代表人：（签 章）代表人：（签 章）日期： 日期：

第三篇：抵款协议

抵款协议

甲方：

乙方：

甲乙双方在实际经营业务中，经常发生以货易货业务。为简化双方结算手续，不互相支付货款，而以各自的应付款抵冲应收款。经双方协商一致达成以下抵款协议。

1、双方相互供货均按有关购销合同或协议及相关供货程序办理。

2、双方供货后应按照国家税务的有关规定，按实际供货的品种、规格、数量、单价和金额向双方开具增值税专用发票。

3、双方在办理抵款结算手续时，除应遵守各自财务结算的有关规定外，还应按实际结算金额互开收款收据。

4、本协议抵本次交易货款总金额为：大写_______________小写（￥）。

5、为方便双方结算的便利，本协议传真亦有效。

6、未尽事宜由双方协商解决。

7、本协议一式两份，双方各执一份，签字盖章后生效。

甲方盖章：乙方盖章： 甲方代表：乙方代表：

年月日

第四篇：房屋抵款协议

甲方：——

乙方：——

甲乙双方经协商，就以甲方位于——的房屋抵顶应付给乙方的工程款事宜达成协议如下：

第一条：甲方将位于——5号楼5-a5、建筑面积为66.12

㎡商铺一套过户给乙方，用以抵顶工程款数额为198360元（66.12㎡×3000）人民币。

第二条：乙方代表于本协议签订之日向甲方出具工程款

收据一张，金额为198360元。

第三条：工程结算完毕后，乙方立即为甲方办理房屋过户手续，所需要的各项费用由双方按照法律规定各自承担。

第四条：本协议书一式两份，双方各执一份，自双方答案盖章后生效。

甲方代表： 乙方代表：

张宏志

二oo六年九月六日

第五篇：工程返款协议

工程商工程返款协议

甲方：

乙方：浙江金钢动力机械有限公司

甲方与黑龙江省鸿诚房地产开发有限公司签订的文海溪畔小区防火门生产安装合同，甲方委托

乙方（浙江金钢动力机械有限公司）成品生产。甲乙双方就工程返款内容，达成以下协议。

1）甲方委托乙方收取与黑龙江省鸿诚房地产开发有限公司签订的文海溪畔小区防火门生产安装合同所

产生的全部款项，乙方只负责合同中成品的生产加工。

2）乙方提供甲方合同产品供货价为640元/樘，工程数量为906樘，总价：￥579840元（规格：亿品

门业彩页YP-8830款式，尺寸1950*950*70，板材：门面0.8mm门架1.5mm，防火猫眼，天地锁叉，防火防盗锁，甲级防火门），按照国家《防火门通用技术条件》GB12955－2008的规定执行。

3）甲方与黑龙江省鸿诚房地产开发有限公司合同签订后，按甲方签订的合同，工程方应支付￥368331

元到乙方账户，乙方收取所定产品供货价30%的定金￥173852元后，余款￥194479元在24小时内返回甲方指定账户(银行打款记录条为证明)。

4）乙方收到定金24小时内进行生产流程，生产结束后，甲方支付乙方70%余款 ￥405988元（银行打

款记录条为证明，同时乙方开据收款凭证）。乙方安排发货（物流由甲方指定，费用由甲方负责）。

5）乙方发货后，黑龙江省鸿诚房地产开发有限公司打入乙方的全部款项，乙方24小时内返回甲方指定

账户（银行打款记录为证明）。

6）

7）如甲方需要乙方开税票，乙方收取开票额5%的费用 此协议只针对于《黑龙江省鸿诚房地产开发有限公司的文海溪畔小区防火门生产安装合同》内容，如期间出现其他合作项目，则另行签订协议。

甲方：乙方：浙江金钢动力机械制造有限公司

签名：签名：

日期：年月日