Private Placement | Termsheet

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In addition to Terms of Service, Privacy Policy & General Declarations published on the website,

I / We acknowledge that


1. The Equity Shares/ Units being offered pursuant to this Campaign are subject to the provisions of the Companies Act,  SEC/SEBI (or Equivalent body Regulating Issue of shares by a company in the company's country of residence) regulations and the Company' s Memorandum and Articles of Association. The offer has been approved by the current shareholders of the company.


2. Equity Shares/ Units being offered shall rank pari passu in all respects with the existing Equity Shares. Where the issue is preferred, rights in respect of dividend and other incentives have been approved by the current shareholders and have been defined in this campaign.  


3. Details provided in this campaign  comply with disclosure and accounting norms in our country of residence and the Company has made all requisite disclosures required by the law.


4. Following has been clearly defined in the Term Sheet attached to this campaign


(i) Lock-in period and restrictions on transfers and transmission of Equity Shares

(ii) the current shareholding pattern along with the share structure


5. Company shall  provide to each shareholder at least audited annual financial statements and unaudited quarterly financial statements and an annual business plan on an ongoing basis.


6. So long as any of the Preferred Shares are outstanding, consent of majority of the then-outstanding Preferred will be required for any action that


(i)amends the Articles of the Company if it would adversely alter the rights, preferences, privileges or powers of Preferred;

(ii) changes the number of directors from current number; or

(iii) approves any merger, asset sale, liquidation or other corporate reorganization or acquisition.


7. Major Investors will have a right to purchase its pro rata share of any offering of new securities by the Company, subject to customary exceptions. This right will terminate immediately prior to the Company’s IPO, a sale transaction or 2 years after the date of Shareholders Agreement executed upon closing.


8. Major Shareholders have the right to limit the power of the Founders in the event that the Founders decide to offer their stake in the company for sale to a third party and  such event must be notified in writing to the shareholders, at least 10 days in advance.


9. For a period of 90 days from the date of the approved campaign, we will not solicit offers from anyone other than those placing their equity bids on www.bornbrio.com.  


10. We will promptly provide all information, documentations and  proofs requested by the investors through the Q & A section of the campaign.


11. All documentation with respect to issue of the securities shall be completed within 15 days of the successful closing of the campaign. The securities issued shall be handed over to Bornbrio for dispatch to the investors, so that the payments against them can be initiated.


12. We will confirm the receipt of the money against securities on the campaign dashboard within 48 hours of receipt of the amount in our accounts.


14. These terms will overrule any contradictory terms offered in my Term-sheet and all subsequent proceedings shall be undertaken as per the Terms and Conditions offered by www.bornbrio.com.