Term Sheet

Exhibit
10.10
 
Term
Sheet
 
Each of
the undersigned purchasers (the
“Purchasers”) and Sha
Xx, a Singapore resident (“Seller”), hereby enter into
this term sheet (“Term
Sheet”) as of 27 October 2009.
 
            Seller:

            Sha
      Li, a Singapore resident, owns 100% equity
      interests of ReiZii Capital Management Ltd, a British Virgin Islands
      corporation (the “Company”),  and is the sole shareholder of the
      Company.

            Purchasers:

            Xxxx
      Xxxx Xxxx, Xx Xxxx Xxxx, Xx Xxx, Xx Xxx, Xx Xxx, Xxxx Xxx, Xx Xx, Xx Xxxx
      Xxx, Xxxxx Xxxx, Xxxxx Xxx, Xxxxx Xxxx Xxx and Xxxxx Xx Xxx who are all
      PRC residents ( each a “Purchaser”,
      collectively referred to herein as the “Purchasers”).

            The
      Seller and the Purchasers are also referred to herein together as the
      “Parties” and
      individually as a “Party.”

            Securities
      Offered:

            All
      the ordinary shares  including the shares issued to Sha Li as a
      result of the Reorganization (as defined below) of the
      Company  directly or indirectly owned by Sha Li, par value
      $0.001 per share of the Company (the “ Seller’s Shares”), subject to the
      Conditions (as defined below) required to be met.

            Reorganization:
      Within two months as of the date of this Term Sheet, any merger,
      reorganization, restructuring, reverse stock split, consolidation in which
      the Company is involved, or sale of all or substantially all of the
      Company or the Company's assets or any similar transaction or related
      transactions, including but not limited to the new issuance of the
      ordinary shares of the Company.

            Conditions:

            means
      Conditions 1 through 4, as defined below, in the
  aggregate

            “Condition 1” means: the
      entry by each of the Purchasers and the PRC subsidiary of the Company
      (hereinafter referred to as the “WFOE”) into a binding employment
      agreement for a term of not less than five years for Purchasers to serve
      for WOFE. PRC hereto means the People’s Republic of China excluding Hong
      Kong, Macau and Taiwan.

            “Condition 2” means the
      WFOE achieving not less than 0.5 million US Dollar in consolidated
      after-tax net income, as determined under United States Generally Accepted
      Accounting Principles consistently applied (“US GAAP”) for the fiscal
      year ended September 30, 2010.

            “Condition 3” means the
      WFOE achieving not less than 1 million US Dollar in consolidated after-tax
      profits, as determined under US GAAP, for the fiscal year ending September
      30, 2011.

             “Condition 4” means the
      WFOE achieving not less than 2 million US Dollar  in
      consolidated after-tax profits, as determined under US GAAP, for the
      fiscal year ending September 30,
2012.

1

            The
      Company is going to establish a foreign invested company (hereinafter
      referred to as the “WFOE”) in the PRC within two months as of the date
      hereto.
 
However,
      in case that the abovementioned  Conditions or any of the
      Conditions are not  satisfied as a result of Force Majeure (as
      defined below), the Purchasers shall still be entitled to the
      Distributions (as defined below) in respect of the Seller’s Shares for
      their services to the WFOE.  “Distributions” hereto means any
      cash proceeds arising from or in respect of, or in exchange for, or
      accruing to or in consequence of the Seller’s Shares from the date hereof
      to the Expiration Date, including without limitation, the dividends.
      “Force Majeure”  hereto means an event
      beyond the reasonable control of either party including, but not limited
      to, acts of nature, fire, war, terrorism, labor strikes, acts or
      regulations of government agencies, general economic conditions,
      etc.)

            Call
      Right:
 
            The
      Purchasers shall have, during the Exercise Period (as defined below), and
      when each of the above Conditions is met, the right and option to purchase
      from the Seller, and upon the exercise of such right and option the Seller
      shall have the obligation to sell to the Purchaser or his Nominee(s), a
      portion of the Seller’s Shares identified in the Call Exercise Notice (the
      “Call Right”).
      Purchasers or Nominee(s) shall be permitted to purchase, and Seller shall
      be obligated to sell, the following number of Seller’s Shares upon the
      attainment of the following
Conditions:

                  Condition

                  Number of Seller’s Shares as to which
there is a Call Right

                  Condition
      1

                  50
                  %
                
                  Condition
      2

                  20
                  %
                
                  Condition
      3

                  20
                  %
                
                  Condition
      4

                  10
                  %
                
            Exercise
      Period:

            The
      Call Right shall be exercisable by Purchasers, by delivering a call
      exercise notice at any time during the period (the “Exercise Period”)
      commencing on the date hereof and ending at 6:30 p.m. (New York time) on
      the fifth anniversary date therefrom (such date or the earlier expiration
      of the Call Right is referred to herein as the “Expiration
      Date”).

            $0.001
      per share of the Seller’s Shares;

            Call
      Price and Payment Time:

            If
      the Call Right is exercised, as payment for the Seller’s Shares being
      purchased by the Purchaser or their nominee(s) pursuant to the Call Right,
      such Purchasers or their nominee(s) shall pay the aggregate Call Price to
      the Seller within fifteen (15) Business Days of the exercise
      date.

            Business
      Day hereto means any day on which commercial banks are required to be open
      in the United States.

            Delivery
      of the Seller’ Shares:

            Upon
      the receipt of a call exercise notice, the Seller shall deliver, or take
      all steps necessary to cause to be delivered the Seller’s Shares being
      purchased pursuant to such call exercise notice within three (3) Business
      Days of the date of a call exercise notice.

            Voting
      Trust:

            The
      Seller hereby agrees to irrevocably appoint the Purchasers with the
      exclusive right to exercise, on his behalf, all of her voting rights of
      the Seller’s Shares in accordance with the relevant laws and Articles of
      Association of the Company; the Purchasers shall have right to vote on
      behalf of the Seller to vote for relevant issues including but not limited
      to selling or transferring all or any of his shares of the Company, and to
      appoint and elect the directors of the Company before all Seller’s Shares
      are transferred to the Purchasers. The Purchasers agrees to accept such
      authorization.

            Escrow
      of the Seller’s Shares

            Upon
      of the execution of the formal Call Option Agreements in substantially the
      form set forth herein this Term Sheet, the Seller shall deliver to Global
      Law Office, with an address at 15th Floor, Tower 0, Xxxxx Xxxxxxx Xxxxx,
      Xx.00 Xxxxxxx Xxxx, Xxxxxxx, Xxxxx 000000, as Collateral Agent (the “Collateral Agent”),
      stock certificates representing the Seller’s Shares. The stock
      certificates representing the Seller’s Shares (together with duly executed
      stock powers in blank) shall be held by the Collateral
    Agent.

             Upon
      receipt of a call exercise notice, the Collateral Agent shall promptly
      deliver the Seller’s Shares being purchased pursuant to such call exercise
      notice in accordance with the instructions set forth
      therein.  In the event that the Collateral Agent shall receive
      notice from the Parties that the Conditions have not been met, the
      Seller’s Shares shall be distributed in accordance with their
      instructions.

            Transfer
      of the Seller’s Shares:

            Prior
      to the Expiration Date, the Seller shall continue to own, free and clear
      of any hypothecation, pledge, mortgage or other encumbrance, except
      pursuant to this Term Sheet and except in favor of the Collateral Agent
      (as defined below) for the benefit of the Purchasers, such amount of the
      Seller’s Shares as may be required from time to time in order for the
      Purchaser to exercise his Call Right in
full.

            Governing
      Law; Jurisdiction:

            This
      Term Sheet shall be construed according to, and the rights of the Seller
      and Purchasers shall be governed by, the laws of the State of New York,
      without reference to any conflict of laws principle that would cause the
      application of the laws of any jurisdiction other than New York. The
      Seller and Purchasers hereby irrevocably submits to the exclusive
      jurisdiction of the federal and state courts sitting in the City of New
      York, for the adjudication of any dispute hereunder or in connection
      herewith, and agrees not to assert in any suit, action or proceeding, any
      claim that it is not personally subject to the jurisdiction of such court,
      that such, suit, action or proceeding is brought in an inconvenient forum,
      or that the venue of such suit, action or proceeding is
      improper.

            Call
      Option Agreement:

            The
      formal call option agreements (“Call Option Agreements”  in
      substantially the form and contents set forth herein shall be achieved
      among each of the Purchasers and the Seller within two months as of the
      date hereof.

            Effectiveness
      of the Term Sheet:

            This
      Term Sheet shall express the intention of Parties to enter into a binding
      agreement and shall not be regarded as effective and legally binding on
      the Parties hereto. However, if within the abovementioned two month term
      the following two conditions are met:
(a)
      this Term Sheet is not terminated by the Parties; and
(b)
      the execution of the formal Call Option Agreements;
then
      this Term Sheet shall be regarded as effective and legally binding from
      the date of execution of this Term Sheet.

            Language:

            The
      Tem Sheet is executed in English by the Parties
  hereto.

(This
space intentionally left blank)
 
            Signature
      Page

            Seller: Sha
      Xx

            (Signature): 

            /s/ Sha Xx

            Purchasers:

            Xx
      Xxx

             (Signature):

            /s/ Xx Xxx

            Xx
      Xx

            (Signature):

            /s/ Xx Xx

            Pu
      Wei

            (Signature):

            /s/ Pu Xxx

            Xxxxx
      Xx Xxx

            (Signature):

            /s/ Xxxxx Xx Xxx

            Xxxxx
      Xxx

            (Signature):

            /s/ Xxxxx Xxx

            Xx
      Xxxx Xxxx

            (Signature):

            /s/ Xx Xxxx Xxx

1

            Xxxxx
      Xxxx Xxx

            (Signature):

            /s/ Xxxxx Xxxx Xxx

            Xxxx
      Xxx

            (Signature):

            /s/ Xxxx Xxx

            Xxxxx
      Xxxx

            (Signature): 

            /s/ Xxxxx Xxxx

            Xx
      Xxxx Xxx

            (Signature):

            /s/ Xx Xxxx Xxx

            Xxxx
      Xxxx Xxxx

            (Signature):

            /s/ Xxxx Xxxx Xxxx

            Xx
      Xxx

            (Signature):

            /s/ Xx Xxx

Document Metadata

Term Sheet

Document Metadata

Seller:		Sha Li, a Singapore resident, owns 100% equity interests of ReiZii Capital Management Ltd, a British Virgin Islands corporation (the “Company”), and is the sole shareholder of the Company.

Purchasers:		Xxxx Xxxx Xxxx, Xx Xxxx Xxxx, Xx Xxx, Xx Xxx, Xx Xxx, Xxxx Xxx, Xx Xx, Xx Xxxx Xxx, Xxxxx Xxxx, Xxxxx Xxx, Xxxxx Xxxx Xxx and Xxxxx Xx Xxx who are all PRC residents ( each a “Purchaser”, collectively referred to herein as the “Purchasers”).

		The Seller and the Purchasers are also referred to herein together as the “Parties” and individually as a “Party.”

Securities Offered:		All the ordinary shares including the shares issued to Sha Li as a result of the Reorganization (as defined below) of the Company directly or indirectly owned by Sha Li, par value $0.001 per share of the Company (the “ Seller’s Shares”), subject to the Conditions (as defined below) required to be met.

		Reorganization: Within two months as of the date of this Term Sheet, any merger, reorganization, restructuring, reverse stock split, consolidation in which the Company is involved, or sale of all or substantially all of the Company or the Company's assets or any similar transaction or related transactions, including but not limited to the new issuance of the ordinary shares of the Company.

Conditions:		means Conditions 1 through 4, as defined below, in the aggregate

		“Condition 1” means: the entry by each of the Purchasers and the PRC subsidiary of the Company (hereinafter referred to as the “WFOE”) into a binding employment agreement for a term of not less than five years for Purchasers to serve for WOFE. PRC hereto means the People’s Republic of China excluding Hong Kong, Macau and Taiwan.

		“Condition 2” means the WFOE achieving not less than 0.5 million US Dollar in consolidated after-tax net income, as determined under United States Generally Accepted Accounting Principles consistently applied (“US GAAP”) for the fiscal year ended September 30, 2010.

		“Condition 3” means the WFOE achieving not less than 1 million US Dollar in consolidated after-tax profits, as determined under US GAAP, for the fiscal year ending September 30, 2011.

		“Condition 4” means the WFOE achieving not less than 2 million US Dollar in consolidated after-tax profits, as determined under US GAAP, for the fiscal year ending September 30, 2012.

		The Company is going to establish a foreign invested company (hereinafter referred to as the “WFOE”) in the PRC within two months as of the date hereto. However, in case that the abovementioned Conditions or any of the Conditions are not satisfied as a result of Force Majeure (as defined below), the Purchasers shall still be entitled to the Distributions (as defined below) in respect of the Seller’s Shares for their services to the WFOE. “Distributions” hereto means any cash proceeds arising from or in respect of, or in exchange for, or accruing to or in consequence of the Seller’s Shares from the date hereof to the Expiration Date, including without limitation, the dividends. “Force Majeure” hereto means an event beyond the reasonable control of either party including, but not limited to, acts of nature, fire, war, terrorism, labor strikes, acts or regulations of government agencies, general economic conditions, etc.)

Call Right:		The Purchasers shall have, during the Exercise Period (as defined below), and when each of the above Conditions is met, the right and option to purchase from the Seller, and upon the exercise of such right and option the Seller shall have the obligation to sell to the Purchaser or his Nominee(s), a portion of the Seller’s Shares identified in the Call Exercise Notice (the “Call Right”). Purchasers or Nominee(s) shall be permitted to purchase, and Seller shall be obligated to sell, the following number of Seller’s Shares upon the attainment of the following Conditions:

Condition	Number of Seller’s Shares as to which there is a Call Right

Condition 1		50	%

Condition 2		20	%

Condition 3		20	%

Condition 4		10	%

Exercise Period:		The Call Right shall be exercisable by Purchasers, by delivering a call exercise notice at any time during the period (the “Exercise Period”) commencing on the date hereof and ending at 6:30 p.m. (New York time) on the fifth anniversary date therefrom (such date or the earlier expiration of the Call Right is referred to herein as the “Expiration Date”).

		$0.001 per share of the Seller’s Shares;

Call Price and Payment Time:		If the Call Right is exercised, as payment for the Seller’s Shares being purchased by the Purchaser or their nominee(s) pursuant to the Call Right, such Purchasers or their nominee(s) shall pay the aggregate Call Price to the Seller within fifteen (15) Business Days of the exercise date.

		Business Day hereto means any day on which commercial banks are required to be open in the United States.

Delivery of the Seller’ Shares:		Upon the receipt of a call exercise notice, the Seller shall deliver, or take all steps necessary to cause to be delivered the Seller’s Shares being purchased pursuant to such call exercise notice within three (3) Business Days of the date of a call exercise notice.

Voting Trust:		The Seller hereby agrees to irrevocably appoint the Purchasers with the exclusive right to exercise, on his behalf, all of her voting rights of the Seller’s Shares in accordance with the relevant laws and Articles of Association of the Company; the Purchasers shall have right to vote on behalf of the Seller to vote for relevant issues including but not limited to selling or transferring all or any of his shares of the Company, and to appoint and elect the directors of the Company before all Seller’s Shares are transferred to the Purchasers. The Purchasers agrees to accept such authorization.

Escrow of the Seller’s Shares		Upon of the execution of the formal Call Option Agreements in substantially the form set forth herein this Term Sheet, the Seller shall deliver to Global Law Office, with an address at 15th Floor, Tower 0, Xxxxx Xxxxxxx Xxxxx, Xx.00 Xxxxxxx Xxxx, Xxxxxxx, Xxxxx 000000, as Collateral Agent (the “Collateral Agent”), stock certificates representing the Seller’s Shares. The stock certificates representing the Seller’s Shares (together with duly executed stock powers in blank) shall be held by the Collateral Agent.

		Upon receipt of a call exercise notice, the Collateral Agent shall promptly deliver the Seller’s Shares being purchased pursuant to such call exercise notice in accordance with the instructions set forth therein. In the event that the Collateral Agent shall receive notice from the Parties that the Conditions have not been met, the Seller’s Shares shall be distributed in accordance with their instructions.

Transfer of the Seller’s Shares:		Prior to the Expiration Date, the Seller shall continue to own, free and clear of any hypothecation, pledge, mortgage or other encumbrance, except pursuant to this Term Sheet and except in favor of the Collateral Agent (as defined below) for the benefit of the Purchasers, such amount of the Seller’s Shares as may be required from time to time in order for the Purchaser to exercise his Call Right in full.

Governing Law; Jurisdiction:		This Term Sheet shall be construed according to, and the rights of the Seller and Purchasers shall be governed by, the laws of the State of New York, without reference to any conflict of laws principle that would cause the application of the laws of any jurisdiction other than New York. The Seller and Purchasers hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts sitting in the City of New York, for the adjudication of any dispute hereunder or in connection herewith, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that such, suit, action or proceeding is brought in an inconvenient forum, or that the venue of such suit, action or proceeding is improper.

Call Option Agreement:		The formal call option agreements (“Call Option Agreements” in substantially the form and contents set forth herein shall be achieved among each of the Purchasers and the Seller within two months as of the date hereof.

Effectiveness of the Term Sheet:		This Term Sheet shall express the intention of Parties to enter into a binding agreement and shall not be regarded as effective and legally binding on the Parties hereto. However, if within the abovementioned two month term the following two conditions are met: (a) this Term Sheet is not terminated by the Parties; and (b) the execution of the formal Call Option Agreements; then this Term Sheet shall be regarded as effective and legally binding from the date of execution of this Term Sheet.

Language:		The Tem Sheet is executed in English by the Parties hereto.

Signature Page

Seller: Sha Xx

(Signature):	/s/ Sha Xx

Purchasers:

Xx Xxx

(Signature):	/s/ Xx Xxx

Xx Xx

(Signature):	/s/ Xx Xx

Pu Wei

(Signature):	/s/ Pu Xxx

Xxxxx Xx Xxx

(Signature):	/s/ Xxxxx Xx Xxx

Xxxxx Xxx

(Signature):	/s/ Xxxxx Xxx

Xx Xxxx Xxxx

(Signature):	/s/ Xx Xxxx Xxx

Xxxxx Xxxx Xxx

(Signature):	/s/ Xxxxx Xxxx Xxx

Xxxx Xxx

(Signature):	/s/ Xxxx Xxx

Xxxxx Xxxx

(Signature):	/s/ Xxxxx Xxxx

Xx Xxxx Xxx

(Signature):	/s/ Xx Xxxx Xxx

Xxxx Xxxx Xxxx

(Signature):	/s/ Xxxx Xxxx Xxxx

Xx Xxx

(Signature):	/s/ Xx Xxx