7/30/2019 Term Sheet 24 11 2012
1/13
Presentation to SLP,
Bangalore
Date: November 24, 2012
7/30/2019 Term Sheet 24 11 2012
2/13
PitchPreliminaryDiscussion
Term Sheet
DueDiligence &Definitive
Agreement
Completion
2Monday, November 26, 2012
7/30/2019 Term Sheet 24 11 2012
3/13
7/30/2019 Term Sheet 24 11 2012
4/13
Investor
Management
Control -
Restrictions
Exit
Board Level
Committee Participation
Chairman with casting vote
Transfer Restrictions
Quorum
Reserved Matters
Promoter Lock-in
Pre-emptive Rights
ROFR/ROFO
Anti-Dilution
Liquidation Preference
Strategic Sale
Liquidation
Tag/Drag Along
Put/Call Option
Mutual Termination Rights
Buy Back
Quorum
Shareholder Level
IPO
7/30/2019 Term Sheet 24 11 2012
5/13
Investor
Management
Control -
Restrictions
Exit
Board Level
Committee Participation
Chairman with casting vote
Transfer Restrictions
Quorum
Reserved Matters
Promoter Lock-in
Pre-emptive Rights
ROFR/ROFO
Anti-Dilution
Liquidation Preference
Strategic Sale
Liquidation
Tag/Drag Along
Put/Call Option
Mutual Termination Rights
Buy Back
Quorum
Shareholder Level
IPO
7/30/2019 Term Sheet 24 11 2012
6/13
(1) Changes rights, preferences orprivileges of the class of sharesthat investors are holding
(2) Changes authorized numberof shares of Equity &/orPreference
(3) Fund-raising veto of anyinstrument type, possibly with anamount cap
(4) Changes or waivers to thecompanys articles
(7) Mergers, CorporateReorganization, Sale of Control orany transactions that results insale of Company
(8) Limits on borrowing &exclusive licenses
(5) Changes to the Board size andcomposition
(6) Payment or Declaration ofDividends
ReservedMatters
6Monday, November 26, 2012
7/30/2019 Term Sheet 24 11 2012
7/13
Monday, November 26, 2012 7
Restrictions
ROFO
ROFR
Anti-Dilution
LiquidationPreferences
Pre-emptiveRights
7/30/2019 Term Sheet 24 11 2012
8/13
None
Weighted Average- based
Full ratchet
For Weighted Average,
investor(s) and entrepreneur
share the dilutive effect.
CP2 = CP1 (A+B) (A+C)
where
CP2 = New Conversion Price
CP1 = Prior Conversion Price
A = # of shares outstanding
prior to current round
B = ($ raised in current round CP1) = # of shares issued as
if raised at Prior Conversion
Price
C = # of shares issued in
current round
Entrepreneur bears
100% of
dilutive effects in a
downround;
Investor(s)
shareholding % is
maintained.
8Monday, November 26, 2012
7/30/2019 Term Sheet 24 11 2012
9/13
Participation
Non-
Participation
Liquidation
Preferences
Participation: After the payment of
the Liquidation Preference to the
holders of the Preference Shares,
the remaining assets shall be
distributed ratably to the holders of
the Equity Shares and the
Preference Shares on a commonequivalent basis.
OR; provided that the holders of
Preference Shares will stop
participating once they have
received a total liquidation amount
per share equal to [X] times theOriginal Purchase Price, plus any
declared but unpaid dividends.
Thereafter, the remaining assets
shall be distributed ratably to the
holders of the Equity Shares.
9Monday, November 26, 2012
7/30/2019 Term Sheet 24 11 2012
10/13
Call&Put
Option
Exit
10Monday, November 26, 2012
7/30/2019 Term Sheet 24 11 2012
11/13
OtherProvisions
Law & Jurisdiction
ESOP
Guarantee &Security
Inter-Companydebts
ContinuingObligations
Assignment
Founders Activities
11Monday, November 26, 2012
7/30/2019 Term Sheet 24 11 2012
12/13
Price
Amount raised
Price per share
ConversionPrice
FDI - FEMARegulation
PriceModifiers
Warrants &ESOPs
To be determined upfrontat the time of issue
Not be less than FMV
Valuation DCF Method
for unlisted Companies and
SEBI(ICDR) Reg. for listed
Companies
12Monday, November 26, 2012
7/30/2019 Term Sheet 24 11 2012
13/13
13Monday, November 26, 2012
Corporate Team
Top Related