ASICS Europe B.V. (“ASICS”) is setting up the Tenkan-Ten program (the “Program”) with an aim to accelerate the development of certain projects as selected by ASICS (the “Projects” or individually, the “Project”). In the framework of such Program, ASICS intends to enter into a collaboration agreement with the selected entities, the main lines of which shall be the following:
- Purpose of the collaboration:
- Convertible Loan of € 30,000 granted by ASICS in favor of the participating entity as selected by ASICS (the “Company”) (variable and fixed interest to be determined); and
- Services to be rendered by ASICS in favor of the Company during a period of 4 months consisting of:
- Access to know-how, definition of the product commercialization strategy, access to channels of distribution and / or commercialization, access to networks and technological and commercial alliances;
- High Performance Services: services targeted to boost the development of the Project (mentoring); and
- Assignment of co-working spaces.
- Rights to be held by ASICS (consideration):
- Rights over the Company:
- Right to hold a stake in the Company through the conversion of the Convertible Loan and a part of the Services consideration at a 20% discount over the pre-money valuation of the Company on the next round of investment.
- Right for ASICS to have or increase its initial stake in the Company through additional economic contributions.
- Rights over the Project:
- Right of first negotiation for ASICS in case the Company has the intention of selling or licensing its technology or other main assets, including a preference right over offers of third parties which do not entail at least a 15% increase over the terms initially offered by ASICS in the referred first negotiations.
- Shareholders agreement: Should the Convertible Loan be capitalized by ASICS, the shareholders of the Company shall sign a new shareholders agreement in which certain key provisions set by ASICS shall be included (such as rights of first refusal, pre-emptive right, right to appoint an observer in the board, etc.).
- Undertakings of the management team of the Company:
- Obligation for the management team to continue rendering services for the Company on an exclusive basis during a period of 2 years.
- Non-compete during their professional relationship with the Company.
- Lock-up period of 2 years.
This document has been prepared exclusively for information purposes by ASICS and, thus, neither this document nor any part of it constitutes a contract, nor may it be used for incorporation into or construction of any contract or any other type of agreement nor does it bind ASICS in any way whatsoever.
The terms of the definitive agreements shall be agreed by ASICS and the selected parties. The terms of such definitive agreements may substantially differ from the terms set forth in this document.