Fill and Sign the Mampa Transaction Term Sheet Guideline Form

4.07 M&A Transaction Term Sheet Guideline[NAME OF PROJECT OR TRANSACTION] FORM OF TRANSACTION: Stock or Asset Sale? PARTIES: Sellers: If stock sale, name selling stockholders if any and number or percentage to be sold. If asset sale, identify categories of assets (e.g., all or certain ? specify what is to be excluded) Buyer: [NAME OF BUYER ENTITY]If a shell company, guarantee by parent company or other assurance of ability to perform/creditworthiness? PURCHASE PRICE: $[total amount] - How calculated and/or allocated? - Method of payment? - Earnest money/hold-back?1 - Any earnout, escrow or postclosing adjustments? - If asset sale, what liabilities will be assumed and what will not be assumed? Ancillary Agreements - Noncompetition - Technology License Agreements - Employment Agreements - Distribution or Supply Agreements - Consulting Agreements - Other CLOSING: Scheduled date or conditions to be satisfied: Maximum extension date/drop dead date: Grounds for extension? REPRESENTATIONS AND WARRANTIES: - Joint and several liability? - Qualified by knowledge of seller? If so, whose knowledge? - Qualified by inquiry or "should have known" standard? - Qualified by materiality? - Legal effect of updating schedules? - Projections - Prospects - Dollar amount of caps and baskets - 10b-5 rep or no?2 COVENANTS: Seller covenants: - Conduct of business pending closing - HSR and/or other regulatory filings - Noncompetition - Consent: ¥ Landlords ¥ Creditors ¥ Licensors (of Technology, etc.) ¥ Others - Confidentiality Buyer covenants: - Confidentiality - HSR and/or other regulatory filings CONDITIONS TO CLOSING: No breach of a representation, warranty or covenant- Materiality? No material adverse effect on business - Definition of material adverse effect, including or excluding prospects All consents obtained- Satisfactory completion of due diligence INDEMNIFICATION: Seller indemnification:- Minimum amount per claim - Basket or Threshold - Cap - Materiality - Notice period for claims - Environmental-indemnification for compliance with present law or future law - Product liability-based on date of sale or date of claim - Credit for reserves and insurance and tax benefit Buyer indemnification: - Indemnification for assumed liabilities if asset sale - Minimum amount per claim - Basket or Threshold- Cap - Notice period for claims DEAD DEAL COSTS: Who pays DISPUTES: - Arbitration - Litigation - Forum MISCELLANEOUS: - Governing Law - Notices - Expenses - Remedies - Definition - Offset - Third Party Beneficiaries - Amendments, Waivers - Assignability- Others