中国银行信托合同英文版上课讲义

中国银行信托合同英文版

篇一：股权购买协议中英文

SERIES B PREFERRED SHARE

PURCHASE AGREEMENT

B 系列优先股股权购买协议

W I T N E S S E T H:

WHEREAS , the Board of Directors of the Company has determined that it is in the best interests of the Company to raise additional capital by means of the issuance of o XXXX of the Company’s Series B Preferred Shares, par value NIS per share , to the Investor, at a price per Share of US , and an aggregate purchase price of XX US Dollars , as more fully set forth in this Agreement; and

鉴于，出于公司利益的考虑，公司董事会决定通过向投资方发行XXX股B 系列优先股来为公司筹集额外资本，票

面价值为NIS ，每股XXX美元,购买价格总计XXX美元，如下文所示；

WHEREAS , the Investor desires to invest in the Company an amount equal to the Investment Amount and purchase the Purchased Shares pursuant to the terms and conditions more fully set forth, and specifically subject to the Company’s achievement of a certain milestone as provided herein;

鉴于，投资方愿意依据下述条款和条件、在公司取得一定里程碑时投资XXX美元购买股票. WHEREAS, concurrently with the signature of this Agreement, has delivered to the Investor a commitment letter in the form attached hereto as Schedule

whereby it has committed to transmit to the Company the balance of the OCS Funding Residual Amount in accordance with the terms set forth herein and therein.

鉴于，本协议签署之时，XXXX（如下文定义）要向投资方以附件“”的格式递交承诺函，承诺向公司支付OCS 资金残留金额（如下文定义）NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties hereby agree as follows: 现在,在考虑到双方的承诺和契约规定，双方据此同意如下：

股票的发行和购买

Issue and Purchase of Shares. 股票的发行和购买

Subject to the terms and conditions hereof, the Company shall issue and allot to the Investor, and the Investor shall purchase from the Company, an aggregate of of the Company’s Series B Preferred Shares , at a price per Share equal to the PPS, reflecting a pre-money valuation of the Company of xxx and calculated on a Fully Diluted Basis , for the aggregate

Investment Amount. The

capitalization table of the Company reflecting the issued and outstanding share capital of the Company on a Fully Diluted Basis , immediately prior to and immediately following the Closing , is attached hereto as Schedule .

根据相关条款及条件,公司应对投资方发行并分配股票,投资方应从公司购买总计xxxx股B系列优先股,每股价格为xxx美元,反映出在全面摊薄基础上，公司交易总额的交易前市值为xxx美元.附件公司的资产表反映了交易结束前后在全面摊薄基础上公司已发行的流通股本.

For the purposes of this Agreement, “Fully Diluted Basis” shall mean all issued and outstanding share capital of the Company, including all ordinary shares of the Company, par value of NIS each , all Preferred A shares of the Company, par value of NIS each , and all Preferred B Shares, all securities convertible into Ordinary Shares being deemed so