Investment Term Sheet

TERM SHEET Date: [term_sheet_date] This Term Sheet records the principal terms of a proposed investment by [investor_name] (the "Investor") in [company_name] (the "Company"). 1. THE INVESTMENT Investment amount : Rs. [investment_amount] Pre-money valuation : Rs. [pre_money_valuation] Instrument : [instrument_type] Resulting shareholding: [equity_percent]% on a fully diluted basis 2. USE OF FUNDS [use_of_funds] 3. INVESTOR RIGHTS [investor_rights] The definitive agreements are expected to contain customary provisions in respect of information rights, board representation or observer rights, anti-dilution protection, pre-emptive rights on further issues, rights of first refusal and tag-along rights on transfers, and liquidation preference. 4. CONDITIONS PRECEDENT [conditions_precedent] Completion shall additionally be conditional upon satisfactory completion of legal, financial and tax due diligence; receipt of all corporate approvals, including shareholder approval where required under the Companies Act, 2013; and execution of definitive agreements in form and substance satisfactory to the parties. 5. EXCLUSIVITY For [exclusivity_days] days from the date of this Term Sheet, the Company shall not solicit, negotiate or accept any competing offer of investment, nor disclose the terms of this Term Sheet to any prospective competing investor. 6. CONFIDENTIALITY Each party shall keep confidential the existence and terms of this Term Sheet and all information exchanged in connection with the proposed investment, and shall not disclose them save to its professional advisers or as required by law. 7. COSTS Each party shall bear its own costs, save that the parties may agree that the Company shall reimburse the Investor's reasonable legal and diligence costs on completion, up to an agreed cap. 8. GOVERNING LAW This Term Sheet and the proposed investment are governed by the laws of India, and any dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996. 9. LEGAL EFFECT — READ THIS CLAUSE CAREFULLY 9.1 THIS TERM SHEET IS NOT LEGALLY BINDING, save in respect of Clause 5 (Exclusivity), Clause 6 (Confidentiality), Clause 7 (Costs) and Clause 8 (Governing Law), WHICH ARE INTENDED TO BE BINDING AND ENFORCEABLE. 9.2 No party is under any obligation to proceed with the proposed investment. The commercial terms recorded above are a statement of present intention and are subject in every respect to due diligence and to the execution of definitive agreements. 9.3 Either party may withdraw at any time before execution of the definitive agreements, without liability, save in respect of the binding clauses identified above. FOR THE COMPANY THE INVESTOR [company_name] [investor_name] Name: Name: Designation: Designation: NOTE: Clause 9 is the most important clause in this document. A term sheet that does not state plainly which parts bind and which do not is a recurring source of dispute, because a document setting out complete commercial terms can be argued to be a concluded contract. Where a specific instrument such as compulsorily convertible preference shares or debentures is contemplated, and where any party is non-resident, the Foreign Exchange Management Act, 1999 and the pricing and reporting rules made under it will apply.