Termsheet For Investment - Nishvitha Inputs 02.01.2023
Termsheet For Investment - Nishvitha Inputs 02.01.2023
[●],2012
GENERAL INFORMATION
Date: [●]
This “Term Sheet” relates to the investor’s proposed investment in the company.
This Term Sheet is non-binding and for discussion purposes only among the
company, its promoters and the investor. The investor will only invest upon
[approval of the investment by the investor’s Investment Committee and]
execution of transaction documents in a form and manner as agreed to between
the company, promoters and the investor. This Term Sheet may be altered or
amended by the investor for any reason, including as a consequence of findings
arising from the investor’s business and legal due diligence on the company. This
Term Sheet is confidential and should not be shared with anyone other than
company and its representatives without the investor’s prior written consent.
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© Addictive Learning Technology Pvt. Ltd. Any unauthorized use, circulation or reproduction shall attract suitable action under
applicable law.
Classification: Public
Indicative draft for discussion purposes only
[●],2012
Shares to be issued and pre- Investor will purchase 1000 INR 10/- ([●] only)
money valuation: Preference Shares and 1000 INR 10/- Equity Shares
(“Investor Shares”) at a pre-money valuation of [●]
(Indian Rupees [●] only).
Price per share: “Purchase Price” is INR 150/- (Indian Rupees [●]
only) per Investor Share.
Use of proceeds: Proceeds from the Investment shall be used for the
Company’s business.
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© Addictive Learning Technology Pvt. Ltd. Any unauthorized use, circulation or reproduction shall attract suitable action under
applicable law.
Classification: Public
Indicative draft for discussion purposes only
[●],2012
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© Addictive Learning Technology Pvt. Ltd. Any unauthorized use, circulation or reproduction shall attract suitable action under
applicable law.
Classification: Public
Indicative draft for discussion purposes only
[●],2012
Investor rights
IPO: If the Company seeks to or becomes listed on any
stock exchange, the Investor will have the right (but
not the obligation) to offer for sale in priority to
other shareholders, the Investor Shares, any equity
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© Addictive Learning Technology Pvt. Ltd. Any unauthorized use, circulation or reproduction shall attract suitable action under
applicable law.
Classification: Public
Indicative draft for discussion purposes only
[●],2012
Exit rights: The Company, Promoters and the Investor will work
together in good faith to ensure an exit for the
Investor in a timely manner and shall assist the
Investor in selling a part or whole of their shares, at
the Investor’s option.
Issuance of new securities: Investor will have the right (but not the obligation) to
purchase pro rata shares of any offering of new
securities by the Company on terms at least as
favorable to those offered to any third party. The pro
rata share will be based on the ratio of:
(x) the number of Investor Shares held by such
holder (on an as - converted basis) to (y) the
Company’s outstanding shares (on an as - converted
basis).
Management Lock-in, ESOP For ([●]) years following the Closing, Promoters and
and Promoter Vesting: other key employees will not be permitted to
transfer any of their Company shares without the
permission of the Investor.
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© Addictive Learning Technology Pvt. Ltd. Any unauthorized use, circulation or reproduction shall attract suitable action under
applicable law.
Classification: Public
Indicative draft for discussion purposes only
[●],2012
Board of Directors: The “Board” will consist of [●] directors who will
meet at least quarterly, unless otherwise agreed by
a vote of the majority of the Board. The Investor will
have the right to elect 1 (one) member of the Board.
The Promoters will have the right to appoint ([●])
director, the Investor shall appoint [●] director and
the Board shall collectively appoint ([●])
independent directors. The Company will provide
standard directors’ and officers’ insurance,
satisfactory to Investor. The chairman of the Board
shall be appointed by the Board and shall not have a
casting vote.
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© Addictive Learning Technology Pvt. Ltd. Any unauthorized use, circulation or reproduction shall attract suitable action under
applicable law.
Classification: Public
Indicative draft for discussion purposes only
[●],2012
Other terms
Fees and expenses: Upon Closing, the Promoters will pay a fee of INR
20,000 for due diligence expenses and fees of
counsel incurred in connection with the Investment.
Employee Share Option Plan: The Company will establish an Employee Share
Option Plan (“ESOP”) constituting [●] per cent of the
fully diluted share capital of the Company. All
employee options will vest in accordance with the
ESOP, which will be administered by the Board of
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© Addictive Learning Technology Pvt. Ltd. Any unauthorized use, circulation or reproduction shall attract suitable action under
applicable law.
Classification: Public
Indicative draft for discussion purposes only
[●],2012
Key Person Insurance: The Company is to acquire key person insurance for
each promoter and key employee in an amount
satisfactory to the Board. Proceeds are payable to
the Company.
[●] [●]
Name: Name:
Title: Title:
Date: Date:
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© Addictive Learning Technology Pvt. Ltd. Any unauthorized use, circulation or reproduction shall attract suitable action under
applicable law.
Classification: Public
Indicative draft for discussion purposes only
[●],2012
ANNEXURE A
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© Addictive Learning Technology Pvt. Ltd. Any unauthorized use, circulation or reproduction shall attract suitable action under
applicable law.
Classification: Public
Indicative draft for discussion purposes only
[●],2012
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© Addictive Learning Technology Pvt. Ltd. Any unauthorized use, circulation or reproduction shall attract suitable action under
applicable law.
Classification: Public