Virgin Islands Term Sheet - Royalty Payment Convertible Note

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US-ENTREP-0049-1
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This Term Sheet summarizes the principal terms with respect to a potential private placement of equity securities of a "Company") by a group of investors ("Investors") led by a Venture Fund. This Term Sheet is intended solely as a basis for further discussion and is not intended to be and does not constitute a legally binding obligation except as provided under "Confidentiality," "Exclusivity", and "Expenses" below. No other legally binding obligation will be created, implied or inferred until a document in final form entitled "Stock Purchase Agreement" is executed and delivered by all parties. Without limiting the generality of the foregoing, it is the parties intent that, until that event, no agreement shall exist among them and there shall be no obligations whatsoever based on such things as parol evidence, extended negotiations, "handshakes," oral understandings, courses of conduct (including reliance and changes of position), except as provided under "Confidentiality," "Exclusivity", and "Expenses" below.

The Virgin Islands Term Sheet — Royalty Payment Convertible Note is a legal document that outlines the terms and conditions for funding a company or venture in the Virgin Islands. This financing instrument offers both debt and equity features, providing a unique opportunity for investors and entrepreneurs alike. The Royalty Payment Convertible Note is designed to align the interests of the investor and the company. This type of note allows the investor to receive regular royalty payments based on the company's revenue, while also having the option to convert the debt into equity shares in the future. This structure provides flexibility and potential upside for both parties involved. There are several types of the Virgin Islands Term Sheet — Royalty Payment Convertible Note, each tailored to suit specific investment requirements and goals. These types include: 1. Standard Royalty Payment Convertible Note: This is the most common type of convertible note used in the Virgin Islands. It features a fixed royalty payment rate and a predetermined conversion ratio, providing investors with a fixed return on investment if they choose to convert their debt into equity. 2. Variable Royalty Payment Convertible Note: This type of note offers investors a different royalty rate based on the company's performance or revenue. The royalty payment may increase or decrease depending on predetermined milestones or financial targets, providing investors with potential upside based on the company's success. 3. Participating Royalty Payment Convertible Note: Unlike the standard convertible note, this type allows investors to participate in the company's future profits, in addition to receiving royalty payments. This means that investors not only benefit from the conversion of debt into equity but also share in the company's ongoing success through profit-sharing arrangements. 4. Discounted Royalty Payment Convertible Note: This type of convertible note offers a discount to the investor if they choose to convert their debt into equity. The discount is usually set at a predetermined percentage below the company's valuation at the time of conversion, providing investors with a built-in advantage when converting their investment. In summary, the Virgin Islands Term Sheet — Royalty Payment Convertible Note is a versatile financing option for companies and investors in the Virgin Islands. Its combination of debt and equity features provides a unique opportunity for growth and profitability. Whether a standard, variable, participating, or discounted note, this instrument offers flexibility and potential rewards for all parties involved.

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FAQ

Although it is customary to forego a term sheet, in some cases it may be required if the parties need to negotiate certain terms. It can be advantageous to use a term sheet for the company to easily summarize the terms of the notes for potential other investors purchasing a convertible note.

Typical terms of convertible notes are: interest rate, maturity date, conversion provisions, a conversion discount, and a valuation cap.

A term sheet is usually a non-binding agreement outlining the basic terms and conditions of the investment. It serves as a template for the convertible note for both parties.

Convertible Notes are loans ? so they are recorded on the Balance Sheet of a company as a liability when they are made. Depending on the debt's maturity date, they can either be shown as a current liability (loans maturing within 12 months) or as a Long-term liability (loans maturing over 12 months).

Common provisions of a convertible debt financing include: The interest rate. Usually somewhere between 4% and 8%. The maturity date. Usually 12?24 months. A mandatory conversion paragraph. ... An optional conversion paragraph. ... A change of control provision. ... A conversion discount. ... A valuation cap. ... An amendment provision.

A convertible note should be classified as a Long Term Liability that then converts to Equity as stipulated from the contract (usually a new fundraising round).

The Minimum amount of Investment required is Rs 25 lakhs. CCD'S can be issued at any amount. There is no minimum amount criteria. Convertible Notes can be issued without prior valuation.

Convertible Note - Reporting Requirements FIRC and KYC of the non-resident investor. Name and address of the investor and AD bank. Copy of MOA / AOA. Certificate of Incorporation. Startup Registration Certificate. Certificate from Practising Company Secretary.

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Virgin Islands Term Sheet - Royalty Payment Convertible Note