Convertible Equity Term Sheet Template for India

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Key Requirements PROMPT example:

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."

Document background
The Convertible Equity Term Sheet is a critical document in the Indian startup and investment ecosystem, typically used during early-stage funding rounds where company valuation may be challenging to determine. It provides a structured framework for negotiations between companies and potential investors, outlining the fundamental terms of a proposed investment while complying with Indian corporate law and SEBI regulations. This document is particularly valuable in bridge rounds or when parties prefer to defer valuation discussions to a future funding round. The term sheet serves as a roadmap for the preparation of definitive agreements, capturing key commercial terms such as investment amount, valuation caps, conversion mechanisms, and investor rights, while ensuring alignment with Indian regulatory requirements including foreign investment regulations where applicable.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Technology

E-commerce

Healthcare

Financial Services

Education Technology

Software as a Service

Clean Technology

Biotechnology

Agricultural Technology

Manufacturing

Consumer Internet

Digital Media

Enterprise Software

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Retail Technology

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Investment

Compliance

Corporate Secretarial

Business Development

Executive Leadership

Risk Management

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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