KingDental VN Vietnam Operating Entity · Subsidiary Investment Term Sheet

VOE Founding Investor Round
Term Sheet · MMXXVI
Confidential

This document outlines indicative terms and is not a binding offer of securities. A binding subscription will be made only via countersigned Subscription Agreement and definitive Shareholders' Agreement, subject to Vietnamese and US legal review and applicable regulatory approvals.

0 1  ·  O V E R V I E W
Overview

0 2  ·  V A L U A T I O N   A N D   C A P I T A L   S T R U C T U R E
Valuation and capital structure

0 3  ·  I N V E S T O R   A L L O C A T I O N   S T R U C T U R E
Investor allocation structure

The round is offered to a defined pool of strategic Vietnamese stakeholders plus a reserved hardware-partner allocation. Within each pool, allocation is first-come, first-served until the target raise is filled.

3.1   Strategic Operator Pool ~ 7 0 % of round

Available to:

• The five major Vietnamese dental chains — Kim Dental, Parkway, Westcoast, Picasso, Ident
• Diamond Dental (Northern Vietnam)
• Vietnamese family offices and corporate strategic investors
• Vietnamese healthcare and fintech operators

Maximum individual allocation: 7.5% of VOE equity. No single non-parent shareholder may exceed this threshold without Parent approval.

3.2   Hardware Manufacturing Partner Allocation U P T O 1 5 % · reserved

Reserved for one strategic Chinese hardware manufacturing partner — e.g. a Panda Medical, Medit-tier OEM, or comparable supplier with assembly/manufacturing capability and willingness to transition operations to Vietnam.

Allocation is conditional on a separate Strategic Partnership Agreement covering:

• Preferential supply pricing (specified discount below market rates, locked for minimum 5-year term)
• Co-investment commitment to KingDental Vietnam assembly facility (Year 1) and manufacturing facility (Years 2–3)
• Technology transfer support and IP protection commitments
• Minimum supply volume guarantees
• Reverse-vesting and buy-back provisions if strategic commitments are not delivered

3.3   Distribution Partner Pool U P T O 5 % · capped

Reserved for Vietnamese dental equipment leasing and distribution companies — including current Panda P6 distributors Viet Dang Dental, Samsun Vina, Dentech Vietnam, and similar regional distributors. Maximum allocation: 1.5% per company.

Equity participation is secondary to commercial partnership. Each participating company must also execute a separate Distribution Partnership Agreement defining territorial scope, customer conversion terms, revenue share on referred customers, and brand and quality standards.

3.4   Allocation sequence

0 4  ·  I N V E S T O R   R I G H T S
Investor rights — uniform across all shareholders

4.1 · Pricing and commercial terms

Identical CIAB and Enterprise Service pricing for all clinic-operator shareholders. No volume discounts, preferential pricing, or commercial benefits tied to investment size or timing. Published price schedules apply uniformly to investor-shareholders and non-investor customers.

4.2 · Information rights · all shareholders

• Quarterly financial reports
• Annual audited financial statements — audited by a Vietnamese-licensed firm acceptable to Parent and a majority of investor-shareholders
• Annual board meeting attendance rights (observer)
• Material event notifications (financings, acquisitions, leadership changes)

4.3 · Board representation

The VOE Board of Directors comprises seven (7) seats:

Election mechanism: Strategic Operator Pool investors hold a single representative election within 30 days of final close. Largest individual investor in the pool may serve as default representative if no consensus reached. Re-election every 24 months.

No individual side letters granting additional board representation. All board seats are governed by the Shareholders' Agreement. Any deviation requires unanimous shareholder consent.

4.4 · Protective provisions · investor-level

The following actions require approval of at least two of the three investor-elected board seats:

• Sale of more than 50% of VOE assets
• Acquisition of another business by VOE exceeding 25% of book value
• Change to the Shareholders' Agreement
• Issuance of new equity classes with senior preferences
• Material change to the IP Licensing Agreement between Parent and VOE
• Related-party transactions exceeding $250,000

4.5 · Pro-rata rights

All investors have pro-rata rights to participate in future VOE financings up to their proportional ownership, exercisable within 30 days of new round terms being disclosed.

4.6 · Tag-along and drag-along

4.7 · Transfer restrictions

• No shareholder may transfer equity in VOE without the right of first refusal of Parent and other shareholders (60-day exercise window)
• No transfer to a competing dental platform or operator without Parent written consent
• Change-of-control of a corporate shareholder (e.g. acquisition of an investing chain) triggers Parent's option to repurchase that shareholder's VOE equity at fair market value

0 5  ·  P A R E N T - S U B S I D I A R Y   R E L A T I O N S H I P
Parent-Subsidiary relationship

5.1 · IP Licensing Agreement (separate document)

VOE operates under a perpetual, royalty-bearing license from Parent to use:

• KingDental brand and trademarks within Vietnam
• CIAB technology and platform software
• DentX Alliance branding and supplier-aggregation methodology
• AI receptionist and conversational commerce technology (sublicensed from Ginny AI via Parent)
• Payments-rail technology (sublicensed from KardOne via Parent)
• Smart-lock IP and asset-tracking infrastructure

Royalty terms: To be specified in IP Licensing Agreement. Designed at arms-length transfer pricing reviewed by qualified US / Vietnam tax counsel.

5.2 · Services Agreement (separate document)

5.3 · Geographic scope

VOE operates exclusively within Vietnam. Cross-border opportunities (Cambodia, Laos, Thailand spillover) are reserved to Parent's discretion under the global licensing framework. VOE has right of first refusal on any cross-border opportunity if commercially aligned with Vietnam operations.

0 6  ·  O P E R A T I O N A L   C O M M I T M E N T S   B Y   V O E
Operational commitments by VOE

6.1 · Pilot launch milestones

6.2 · Reporting cadence

• Monthly operational dashboards to all investors (deployment count, revenue, retention, key KPIs)
• Quarterly board meetings with strategic and financial review
• Annual strategic offsite (HCMC, all investors invited)

6.3 · Governance composition

0 7  ·  R I S K   D I S C L O S U R E
Risk disclosure · investor acknowledgment

VOE is a pre-revenue subsidiary of a pre-revenue parent. The Vietnam pilot has not yet launched and CIAB technology has not yet been deployed in commercial settings. Investment in VOE involves substantial risk including but not limited to:

Investors should consult their own legal, tax, and financial advisors before subscribing.

0 8  ·  S U B S C R I P T I O N   P R O C E S S
Subscription process

8.1 · Timeline

Subscription mechanism: Definitive Subscription Agreement and Shareholders' Agreement signed by all participating investors. Funds wired into VOE escrow within 14 days of executed Subscription Agreement.

8.2 · Conditions precedent

• KingDental Vietnam Limited fully established with Vietnamese Ministry of Planning and Investment registration
• Parent (KingDental Holdings Inc.) Delaware C-corp conversion completed — currently KingSmile Web3 Global LLC; conversion at Parent Series A close
• IP Licensing Agreement and Services Agreement between Parent and VOE executed
• Vietnamese and US securities counsel review and clearance
• Definitive Shareholders' Agreement executed by all parties

8.3 · Required investor acknowledgments

• Self-certify as a qualified investor under Vietnamese securities regulations (or applicable US / non-US accredited investor standards if subscribing from outside Vietnam)
• Acknowledge receipt of complete diligence materials including Parent's financial position
• Execute the Shareholders' Agreement without individual modifications (uniform terms for all investors)
• Acknowledge the disclosed related-party relationships between Parent, KardOne, and Ginny AI

0 9  ·  N E X T   S T E P S
Next steps

To indicate interest in subscribing, please contact:

A confidential information memorandum, Parent's institutional deck, and detailed VOE business plan will be provided to interested parties under non-disclosure agreement.

A P P E N D I X   A
Indicative closing cap table

Illustrative at $22M pre-money, $7M raise (mid-point of range):

Allocations subject to final close mix. Strategic Operator Pool individual investments structured as preferred equity at uniform pricing.

A P P E N D I X   B
Documents to be prepared before subscription

1. Definitive Shareholders' Agreement — Vietnamese counsel, US counsel review
2. Subscription Agreement — per investor, uniform terms
3. IP Licensing Agreement — Parent to VOE
4. Services Agreement — Parent to VOE, VOE to Parent
5. Strategic Partnership Agreement — Hardware Manufacturing Partner
6. Distribution Partnership Agreements — each leasing/distribution investor
7. VOE Articles of Association and Charter Documents — Vietnamese MPI filing
8. Foreign Investment Registration — Vietnamese Ministry of Planning and Investment
9. Accredited Investor Certifications — per investor
10. VOE Business Plan and Financial Projections