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Convertible Equity Term Sheet
"Need a Convertible Equity Term Sheet for a US-based VC investing INR 5 crores in my Indian SaaS startup, with a valuation cap of INR 50 crores and 20% discount rate, planned closing by March 2025."
1. Parties: Identification of the Company, the Investor(s) and any other relevant parties to the agreement
2. Background: Brief description of the Company, purpose of the investment, and context of the transaction
3. Definitions: Key terms used throughout the term sheet and their meanings
4. Investment Amount: Details of the proposed investment amount and payment terms
5. Valuation Cap: Maximum valuation at which the investment can convert to equity
6. Discount Rate: Discount on the price per share relative to the qualified financing round
7. Conversion Trigger Events: Events that trigger automatic or optional conversion of the investment
8. Conversion Mechanism: Formula and process for converting the investment into equity
9. Rights and Privileges: Basic rights attached to the convertible equity investment
10. Information Rights: Investor's rights to receive company information and financial statements
11. Board Matters: Any board representation or observer rights
12. Transfer Restrictions: Limitations on transfer of rights under the agreement
13. Confidentiality: Confidentiality obligations of the parties
14. Binding Terms: Which terms are binding and which are non-binding
15. Governing Law: Specification of Indian law as governing law and jurisdiction
1. Most Favored Nation: Provision ensuring investor gets the benefit of any better terms offered to future investors - used when dealing with sophisticated investors
2. Pro-rata Rights: Rights to participate in future rounds - included when specifically requested by investors
3. Foreign Investment Provisions: Special provisions for compliance with FEMA and RBI regulations - required when foreign investors are involved
4. Tag-Along Rights: Rights to participate in sale of shares by founders - included for larger investments
5. Founder Commitments: Specific commitments from founders including non-compete and full-time commitment - included when investor requires founder lock-in
6. Exit Rights: Specific provisions regarding exit mechanisms - included for larger investments or when specifically negotiated
7. Anti-dilution Protection: Protection against dilution in certain scenarios - included for larger investments
1. Schedule 1 - Company Information: Detailed company information including cap table, corporate structure, and material contracts
2. Schedule 2 - Capitalization Table: Current and post-conversion cap table showing shareholding patterns
3. Schedule 3 - Milestone Schedule: If applicable, specific milestones tied to the investment or conversion
4. Schedule 4 - Conversion Calculations: Detailed examples of conversion calculations under different scenarios
5. Appendix A - Form of Shareholders Agreement: Key terms to be included in the shareholders agreement post-conversion
6. Appendix B - Compliance Certificates: Required compliance certificates and corporate authorizations
Authors
Anti-dilution Protection
Articles of Association
Board
Business Day
Company
Completion
Completion Date
Confidential Information
Control
Conversion Price
Conversion Rights
Conversion Shares
Discount Rate
Encumbrance
Equity Shares
Exit Event
Fair Market Value
Financial Year
Fully Diluted Share Capital
Group Company
Investment Amount
Investor
IPO
Key Employees
Liquidation Event
Liquidation Preference
Material Adverse Effect
Memorandum of Association
Next Round Price
Qualified Financing
Qualified Financing Round
Qualifying Third Party Offer
Related Party
Relevant Securities
SEBI
Share Capital
Shareholders Agreement
Subscription Amount
Transaction Documents
Transfer
Valuation Cap
Conversion Rights
Valuation
Investment Structure
Subscription Terms
Share Capital
Conversion Mechanics
Investor Rights
Information Rights
Board Composition
Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Pre-emptive Rights
Anti-dilution Protection
Liquidation Preference
Exit Rights
Most Favored Nation
Confidentiality
Non-Compete
Non-Solicitation
Representations and Warranties
Conditions Precedent
Covenants
Documentation
Expenses
Exclusivity
Governing Law
Dispute Resolution
Notices
Assignment
Amendment
Termination
Technology
E-commerce
Healthcare
Financial Services
Education Technology
Software as a Service
Clean Technology
Biotechnology
Agricultural Technology
Manufacturing
Consumer Internet
Digital Media
Enterprise Software
Artificial Intelligence
Retail Technology
Legal
Finance
Corporate Development
Mergers & Acquisitions
Investment
Compliance
Corporate Secretarial
Business Development
Executive Leadership
Risk Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Manager
Venture Capital Associate
Corporate Lawyer
Investment Banker
Company Secretary
Legal Counsel
Managing Director
Investment Director
Startup Founder
Business Development Manager
Fund Manager
Private Equity Associate
Corporate Development Manager
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