This is a sample Term Sheet that is part of the Startup Village Financial Documents Repository

1. SAMPLETERM
SHEET
SV.CO Financial Documents Repository

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Company Xx a private company incorporated under the provisions of the Companies Act,
1956, having its registered office at xxx
Business The Company is in the business of ●.
Current share capital
structure
The current share capital structure of the Company on a fully diluted basis is
set out in Annexure 1.
Other than as set out in Annexure 1, there is no other equity interest or any
securities convertible into or exchangeable for capital stock or any other rights,
warrants or options to acquire any of the foregoing securities of the Company.
Investor 1
(New Investor)
●, a limited partnership formed under the Laws of ●, having its principal
business place at ●, and/or any of its affiliates and associates.
Investor 2
(Other Investor)
●, a xxx.
Investor Group Investor 1 & Investor 2 together will be referred to as the “Investor Group”.
Founders Mr. ● s/o ● aged about ● years, holding an Indian passport bearing passport
number ●, residing at ●, and
Mr. ● s/o ● aged about ● years, holding an Indian passport bearing passport
number ●, residing at ●
Other Shareholders As referred to in Annexure 1.
Party or Parties Company, Investor 1, Investor 2, Founders and Other Shareholders will
individually be referred to as Party or collectively as Parties.
Purpose New investment from Investor 1 and additional investment from Investor 2 into
the Company for the purpose of enabling it to execute its growth strategy
subject to the broad terms and conditions set out in this Non-Binding Term
Sheet and to such terms as may be specifically agreed in the Definitive
Agreements.
Valuation The pre-money Equity Valuation of the Company for this round of investment
by the Investor Group into the Company is proposed to be INR ● million,
subject to a due diligence to be conducted by the Investor Group.
Proposed
Transaction
The proposed transaction involves the Investor Group subscribing to equity
shares of the Company as set out below:
1. Investor 1 to infuse a sum of INR ● million in the equity capital of the
Company,
2. Investor 2 to infuse a sum of INR ● million in the equity capital of the
Company,
resulting in their respective shareholding in the Company, on a fully
diluted basis, to be as set out in Annexure 2.
Tranche(s) and
Drawdown
The investment by the Investor Group will be made in ● tranches within such
period and subject to such terms as agreed in the Definitive Agreements based
on the agreed business plan and cash flow requirements.
The Company will provide a drawdown notice of ● days for the second tranche
investment.

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The valuation of shares of the Company will remain as stated in clause
“Valuation” above for all tranches of the Investment. The Investor 1 shall be
entitled to all the rights available under Definitive Agreements on the Closing of
the first tranche investment (prior to the second tranche investment).
Capitalization Table Current shareholding and Revised shareholding, each on a fully diluted basis,
post Investment are outlined in Annexure 2.
Investor’s Rights Investor 1 shall have the following rights
 Economic rights consistent with a standard Series A share subscription
agreement. These will include approval rights that involves a change in
the ownership structure or rights of various securities, including but not
limited to ESOP grants, future fund-raise, issue of bonus shares,
preference or rights issues, buy-backs, dividends, etc.
 Governance rights including approval for related party transactions,
choice/change of auditors, restatement of financials, or unusually large
expenses or debt obligations to be undertaken by the company; also
will apply to change in constitution/charter or other key company
documents or change in the company’s board composition
 Change in ownership of the company, M&A, disposition or acquisition
of any subsidiaries, etc.
 Altering the capital structure of the Company, including any issue of
securities (options, warrants, convertibles etc. included) or varying
rights of any class of securities or any amendment of the Company’s
charter documents;
 Any M&A, JVs. listing, trade sale (sale of the majority of the company’s
shares/ assets/ business), change of control, composition/ other
arrangements with creditors, liquidation;
 Adoption of any ESOP scheme / creation of ESOP pool and any
change in scheme/ pool size.
 Any change in business or commencement or acquisition of a new line
of business or creation of a subsidiary
 Capital expenditure including acquisition of assets, construction or
lease, in excess of INR [] million per transaction or in excess of a value
of INR [] million per annum
 Aggregate borrowing will be limited to a debt: equity ratio of [:] or a
debt: EBITDA of [:], whichever is lower
 Divestment of or sale of assets of businesses, lease, license or
exchange or pledge in any other way proposing to dispose off any
assets or undertaking of the Company in excess of INR [] million for
individual transactions, or INR [] million on a cumulative basis, in any
financial year
 Any serious expansion beyond the existing categories of products
 Any change in the terms of employment of any Founders or Key
Employees (Key Employees to be identified beforehand and would not
exceed 10 in number including the Founder), including hiring,
suspension and termination, and including any change in the rights,
duties and terms of compensation;
 Adoption of, amendment of, or variations from, the Annual Budget, in
excess of 10%;
 Any related party transactions;
 Any change in accounting practices;
 Any change in the constitution, number or structure of the board;

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 Any declaration of dividends or buyback of securities;
Any appointment of, or change in, auditors
In addition to the above, the Investor 1, shall have the following rights:
 Founder Lock-in: The securities held by the Founders shall be locked-
in , i.e. the Founders shall not be permitted to sell any of the securities
of the Company held by the Founders until a complete exit has been
provided to the Investor Group.
 Right to appoint the statutory auditor: The statutory auditor of the
Company shall be appointed and removed with the consent of Investor
1.
 Right to appoint a board observer: Investor 1 shall have the right to
appoint an observer on the board of the Company.
 Any other rights as may be agreed at the time of finalizing the Definitive
Agreements.
Fall Away Rights In the event that the Investor 1 sells more than 50% of their shareholding in the
Company, their management rights such as affirmative rights, exit rights and
information rights will be reduced at the said threshold. The Investor will
however, continue to enjoy all other rights specified in the agreement.
Conditions Precedent
to the First Tranche
Investment
The Closing in respect of the First Tranche Investment shall be subject to the
fulfillment of the following conditions precedent:
 The consent of the lenders of the Company having been obtained;
 Regulatory and other approvals (including shareholders approval),
having been obtained;
 Satisfactory completion of legal, financial and technical due diligence
by Investor 1 in respect of the Company;
 No material adverse change in respect of the business and operations
of the Company and in respect of the economic and political
environment in India having occurred;
 Representation and warranties being true and correct as on the date of
the Closing of the first tranche investment in respect of the first tranche
Investment; and
 Any other conditions that may arise out of the finding of the due
diligence exercise conducted on the Company.
Conditions Precedent
to the Second
Tranche Investment
The Closing in respect of the First Tranche Investment shall be subject to the
fulfillment of the following conditions precedent:
 No material adverse change in respect of the business and operations
of the Company and in respect of the economic and political

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environment in India having occurred;
 Representation and warranties provided as at the Closing of the first
tranche of investment being true and correct as on the Closing of the
second tranche investment.
 The requisite filings in relation to the first tranche investment have been
made.
 Any other conditions that may arise out of the finding of the due
diligence exercise conducted on the Company.
Representations and
Warranties
The Company and Founders, will jointly and severally, represent and warrant to
the Investor Group standard representations and warranties as are customary
to transactions of such nature including but not limited to representations and
warranties related to the Investor Group receiving valid, good and marketable
title to the shares free and clear of all encumbrances of any nature, accounts,
taxes, business affairs, operations, assets, intellectual property, capital
structure, books and records, environmental matters, ethical business
practices, and information provided to the Investor Group, market practice and
which will be outlined in detail in the Definitive Agreements.
The Founders shall jointly and severally indemnify the Investor Group as is
customary to transactions of such nature in a form and substance as is
customary in transactions of such nature as may be agreed between the
Parties.
Management of the
Company
 The Parties agree and acknowledge that the day to day management and
control of the Company remains with the Founders as delegated by the
board within the parameters of the agreed business plan and the annual
budget and as may be subject to the Affirmative Voting rights and other
rights of the parties in the Definitive Agreements.
 Investor Group is entitled to appoint the Investor Directors who shall have
such powers and authority as are provided in the Definitive Agreements.
The composition of the Board and the entitlement of the Founders and the
Investors to appoint a director shall be provided in the Definitive
Agreements.
 Any appointment/changes in CXO positions shall be in consultation with
and the prior consent of the Investor Group
Exit The Parties acknowledge, agree and confirm that the Investor Group are
financial investors who must necessarily exit within a fixed time period. The
Company, the Founders shall work in good faith and utilise their respective best
endeavours to provide an exit for the Investor Group, from the Company within
a period of five (5) years from Closing of the first tranche investment. This Exit
could be provided by way of either a Listing of the Company’s securities on any
large and well recognized stock exchange globally and/or Strategic Sale of the
Company’s shares.
In the event, an exit is not provided within 7 years from the Closing of the first
tranche investment to the Investor Group, such rights as set out in the
Definitive Agreements , shall be provided to the Investor Group to cause an
exit from Company.

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Non-Compete The Founders and their respective affiliates shall not either directly or indirectly
engage or invest in any business competing with the business of the Company
from Closing of the first tranche investment till the Investor Group has been
provided a complete exit.
ESOP All Parties will discuss the creation of a ●% Employee Stock Option Pool on a
fully diluted basis on such terms as shall be provided in the Definitive
Agreements.
Superior Rights If any shareholder of the Company has rights that are superior or more
favourable to those of the Investor Group, such rights will be incorporated in
the Definitive Agreements for the benefit of the Investor Group. In addition, to
the extent that rights granted to any subsequent investor/s are superior or
more favourable to those provided to Investor Group, the same rights will also
be offered/provided to the Investor Group.
Indemnity The Definitive Agreements shall contain customary indemnities from the
Founders to the Investor Group and its partner, officers, directors, employees
and nominees on the board of directors of the Company in respect of any
losses, liabilities, obligations, costs and expenses (including attorney’s fee)
incurred by the Company and/or the Investor Group.
Confidentiality The terms and conditions of this Term Sheet and the Investor Group’s
financing shall be confidential information and the Investor Group, Company or
Founders shall not disclose the same to any third party except as provided
below. No press release relating to this Term Sheet shall be made by any
Party, unless mutually agreed.
A disclosure of confidential information will be permitted if (and to the extent)
required under the provisions of applicable law or as per the orders of a tribunal
or a court of law or with respect to information which is already in the public
domain with no fault of a party.
Exclusivity After signing this Term Sheet, the Company and Founders undertake that they
shall not, for a period of ● days or such term as may be mutually agreed
between the Parties, severally or jointly, directly or indirectly, approach any
person (other than the Investors), solicit any offers, engage in any discussions,
or enter into any agreements or commitments with respect to equity or equity-
linked investment in the Company.
Expenses All expenses for drafting of Definitive Agreements and achieving Closing will be
borne by the Company.
Except as provided above, each Party shall be liable for and bear its own legal,
direct and indirect taxes and duties and other expenses with respect to the
transactions contemplated hereby.
Definitive
Agreements
All Parties shall endeavour to execute the Definitive Agreements (which will
expand upon the broad terms agreed herein) as soon as practicable.
Closing All parties shall endeavour to achieve Closing of the First Tranche of the

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Investment within ● business days of completion of Conditions Precedent as
outlined in the Definitive Agreements, extendable by mutual consent.
Term This Term Sheet shall be valid from the date of signing hereof until the earlier
of (a) execution of the Definitive Agreements; or (b) expiry of a period of
Exclusivity, as stated above or such extended period as may be mutually
agreed between the Parties in writing (“Term”).
Governing Law &
Dispute Resolution
This Term Sheet shall be governed by laws of ● and the courts at ● shall have
exclusive jurisdiction in respect of this Term Sheet.
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(Annexures on next page)

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Annexure - 1
Share capital structure
The entire issued share capital of the company comprises of • fully paid equity shares having a face value
of Rs. • each. The current shareholding structure of the Company on a fully diluted basis is set out below:
Shareholder Number of shares Constituting % of the entire
issued share capital
Mr. ● • •
Mr. ● • •
Other Shareholders (as detailed
below)
• •
• •
Total
Other Shareholders
Name of Other
Shareholder
No. of shares

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Annexure - 2
CAPITALISATION TABLE
Shareholders
Current
Shareholding
Investment
(INR Million)
Shares issued
against
Investment
Dilution of
Existing
Shareholding
Final New
Shareholding
Total
Pre Money Equity Valuation
(INR Million)
Post Money Equity valuation
(INR Million)

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