股权收购意向书-英文版.pdfVIP

October 5, 2017 LETTER OF INTENT To: Seller [ADDRESS] RE: Purchase of all of the issued and outstanding shares (the Shares) of Seller and Seller Group The following sets out the basic terms upon which we would be prepared to purchase the Shares. The terms are not comprehensive and we expect that additional terms, including reasonable warranties and representations, will be incorporated into a formal agreement (the Formal Agreement) to be negotiated. The basic terms are as follows: 1. Purchaser: (the Purchaser) 2. Target: Seller and Seller Group (collectively, the Target) 3. Principal Shareholders: One Shareholder and any other shareholders of the Target (the Vendors) 4. Shares: The Purchaser agrees to purchase from the Vendors and the Vendors agree to sell, assign and transfer and to cause all holders of the Shares to sell, assign and transfer to the Purchaser, the Shares free and clear of all liens, charges and encumbrances. 5. Transaction: The Purchaser, the Target and the Vendors will enter into a business combination (the Combination) whereby the Purchaser will acquire all of the issued and outstanding securities of the Target from all the Vendors in exchange for shares in the capital of the Purchaser and options to purchase shares in the capital of the Purchaser at an exercise price per share equal to the price per share paid by the institutional investors in the Financing (as defined herein), which options will 1 vest as is mutually agreed to among the Purchaser and the Vendors (the Acquisition). 6. Structure: In order to facilitate the Acquisition, the Purchaser, the Target and the Vendors agree that each will use their best efforts to formulate structure for the Combination which is acceptable to each of the