Term Sheet for Investment by GLOBAL INCUBATION SERVICES (‘’Investors”) in _ _ _ _ _

_ _ _ _ _ _ _ _ (“Company”)

This indicative term sheet (“Term Sheet”) summarize the principal terms with respect to a
potential investment by the investors including and limited to Global Incubation Services
(“GINSERV”) (referred to as “Investors”) in the company.

The Company –---------------------- with CIN: -------------------------------- and Registered office at

------------------------------------------------------- is beings managed by Mr. __ _ _ _ _ Individually
“Founder” and “Founders” collectively). The Company, the founders and the investors are
collectively referred to as parties and individually as “Party”1

The intent of this term sheet is to describe, for discussion purpose only, some key terms of
the proposed agreement amongst the parties. The detailed terms of the investment will be
set forth in the definitive agreements relating to the investment (“Definitive
Agreements”).

Business ---------------- is in the business of Hearing products which provide

revolutionary technology to deliver patient service with improved
reliability.

Promoters -----------------------
----------------------
Investment Amount The Investors will make an Investment of INR -------------Indian
National Rupees -----------------Only)
Type of Instrument Compulsory Convertible Debenture (CCD) shall be issued against
the investment of INR ----------------(INR -------------- only) in two
equal installments.

The first tranche shall be disbursed immediately after

completion of due diligence process. The second tranche shall be
disbursed within _ _ _ months of first tranche, subject to meeting
agreed deadlines.
Pre-financing As per the Exhibit 1
capitalization and
Shareholding
Disbursement of The investor shall disburse its investment in a ---- tranches subject
Investment and to the following conditions precedent being fulfilled:
conditions precedent
to investment 1. The Satisfactory legal and financial due diligence of the
Company;
 2. Execution of the share subscription and shareholder
agreement (SSHA) and related documents.
3. Achievement of certain milestones as identified by the new
investors
Terms and condition The Investor shall have absolute discretion to require the
of CCD company to redeem the CCD or part thereof on or after the expiry
of 3 years from the date of issue of the CCD (“Maturity Date”) by
repayment of the amount paid for the CCD or part thereof together
with a half year compounded 8% dividend for the unpaid dividend
portion. However, the company will have option of paying 4%
dividend half yearly on issued Preference Shares to the investor.
In case of default, the dividend goes up by 2% towards penal
charges.

Incase, the investor is given an exit before the maturity date by the
company the founder and the company shall ensure that investor
is paid to it’s investment and outstanding dividend.
Conversion The Investor shall have the right but not the obligation to convert
and the company shall at the time instance of the investor, after
the maturity date or at the time of subsequent round of funding
whichever is earlier, convert the CCD along with the returns into
fully paid up equity share

If the investor decides to convert the CCD into the equity shares
during their subsequent period round of funding then the CCD
shares shall convert at a 30% discount on the pre money valuation
of the company as agreed to between the promoters and the
subsequent investors. However in the event of the company does
not raise any further investment then the investor shall have an
option to convert the CCD at a discount of 30% on the market
valuation as determined by an independent valuer.
Voting Rights Each Shareholder (including founders) shall have voting rights in
respect of all the shares held by them, whether or not classified as
released shares(shares on which restriction on founders shares
point below is applicable). The voting rights of the shareholders
shall be as defined in Companies Act,2013 however for voting
rights of “Equity shares with Differential Rights” inference should
be drawn from point of Type of instrument above
Reserve Matters The Company will not without the Seed investor’s prior majority
approval either directly through a Board or shareholders meeting
or by amendment, merger, consolidation, or otherwise decide on
the following matters(“Reserved Matters”)
(i) Liquidate, dissolve or wind-up the affairs of the
company or effect any liquidation Event
(ii) Amend, alter or repeal any provision of the Company’s
 Charter Documents in any manner
(iii) Create or authorize the creation of or issue any other
security convertible into or excersiable for any equity
security having rights, preferences or privileges senior
to the seed shares
(iv) Purchase or redeem or pay any dividend on any capital
stock prior to the seed shares or
(v) Create or authorize the creation of any debt security
(vi) Major decision such as mergers, acquisitions, capital
restructuring, raising loans other than normal working
capital/term loan, deciding/changing accounting
policies, setting up subsidiaries of the company
notwithstanding the above, the investor will have the
right to vote on all the matters requiring shareholders’
approval on an as converted basis
Restriction on All shares held by each founder will be subject to
Founders shares restrictions(“Restricted Shares”) for one year( Lock-in Period)
starting from the closing date

The founders may however Transfer their shares to a third party

during the lock-I period subject to the prior written approval of
the investors and right of first refusal or tag along right.
Right of Pre-emption The Investor along with previous investors shall have a pro rata
right to participate In any future issue of shares by the company
and to retain their shareholding on a fully diluted basis in the
company and the same terms and conditions(including price) as
offered to the other shareholders/party(s).provided that if the
future issues by the company are at valuation lower than the
current valuation then the investors shall be eligible for retaining
their holding in percentage terms, however if the future issues are
at a valuation higher than the current valuation then the investors
holding shall be diluted In pro rata basis.
Right of first Refusal Subject to the promoter lock in, in the event any of the promoter
or any other shareholders intend to sell all or part of their
shareholding in the company to a third party (“selling
shareholder”) then such selling shareholders shall first offer their
shares to the investors (“Non-Selling Shareholders”) at the same
price as they have offered to the third party. The Non-selling
shareholders at their sole discretion shall have the right to
purchase shares in proportion to their inter shareholding in the
company.
Tag-Along Right Where a founder proposes to sell any of his shares in the company
to a third party and the investors do not exercise their right of first
refusal, each seed investor shall at his option and in lieu of the
Right of first Refusal have a pro-rata right(“Tag-Along Right”) to
 sell their shares on a proportional equal to their shareholding
percentage, in the transfer on the same terms as specified in the
transfer notice, more specifically defined in definitive agreement.
It is hereby clarified that any transfer of shares by any of the
investors shall not subject to any tag along rights.
Transfer by investors There will be no restriction on the ability of the investors to
transfer all or any of the seed shares, except the restriction that
the a transfer to a third party may proceed only if a simple
majority of shareholders of the company agree in writing about
the moral character of the proposed transferee/purchaser. If such
approval is not received within ten (10) days, it shall be deemed
as approved “simple majority” shall mean mathematical majority
based on the number of shareholders. For example if the company
has a total of 10 shareholders in all, a simple majority shall mean 6
shareholders. Such majority approval may be evidenced in writing
via letters or emails and not necessarily through a meeting of
shareholders.
Liquidation In additions to the differential rights as mentioned in type of
preference instrument point above the following shall accrue.

In the event of any liquidation, dissolution or winding up of the

company the surplus if any remaining shall be applied in the
following order of priority First Seed investor shall be entitled to
receive in preference to the holders of common equity shares an
amount (“Liquidation Preference”) equal to the original
subscription amount and all the accrued but unpaid dividends.
Second the balance amount if any shall be distributed, subject to
applicable law, pro rata among all the shareholders, including the
seed investors of the company. If the consideration consist of cash
and shares of any other entity the seed investor shall have the
option to acquire cash or shares in such proportion as they may
deem fit “Liquidiation event” will be defined in detail in the
Definitive Agreements and will include all liquidation
circumstances under which the investors exit except for an IPO.
Exit to Investor The Company and the founders agree to work towards creating
liquidity for the seed shares purchased by seed investor either by
way of a strategic sale, share by back or other liquidation event
that is applicable to the seed investor, more specifically defined in
the Definitive Agreement
Valuation Protection If the company offers any securities to any third party at a later
date including any advisory/sweat equity or allotment of any
equity for consideration other than in cash, whether or not an
independent valuation has been done for the allotment of such
equity) at a valuation lower than the valuation paid by the seed
investor, the company will issue to seed investor additional shares
 either at no additional cost to the seed investor or such lowest
possible price at which the share may be issued as per the
applicable law in order to equate the adjusted cost per share of the
subscription amount to the price to be paid by the new offeree.
Reports Investors will finalize the reporting requirements and frequency
in discussion with company.
Inspection & Investors shall have a right to reasonable inspection of regular
Information Rights books of accounts including but not limited to inspection of any
financial record, statement, memorandum record, financial
statements, statutory filings and all other reports excluding
confidential documents having bearing on the valuation of the
company.
Other covenants a) The company shall modify the memorandum and articles of
association in consultation with the investors to retain the
definitive agreements
b) The investors shall receive standard information including
audited financial reports, unaudited quarterly financial
reports, annual budget and business plan, board packages
as well as standard audit/inspection rights. All other
information which the investors may reasonably require
will be provided by the company within 15 days of receipt
of notice requesting such information.
c) Standard financial reports shall be sent to the investors on
the board on quarterly basis.
Indemnification The Company will indemnify all the investors to the fullest
extent permissible by law against all losses and damages
suffered or incurred (including reasonable attorney fee)
jointly and severally, arising out the acts exclusively by the
founders of the company only.
Closing and Closing The parties will work towards achieving completion of the
date investment (closing) by _ _ _ _ _ _ _ (Date) Actual closing will
be subject to satisfaction of customary closing conditions
including the conditions precedent listed in the Definitive
Agreement (“Conditions precedent”). In any event the
closing date will be no later than 7 days form the
satisfaction or waiver by the investor of all conditions
precedent.
Expenses Expenses for diligence and closing to be borne by the
company
Confidentially The terms and conditions of this terms sheet and the
investors financing shall be confidential information and
the company or founders shall not disclose the same to any
third party unless approved in writing by the investors.

Exclusivity After Signing the terms sheet the company and founders
 undertake that they shall not for a period of 60 days
severally or jointly, directly or indirectly approach other
investors solicit any offers ,engage in any discussions or
enter into any agreements or commitments with respect to
equity or equity linked investment in the company that
does not involve the investor.
Validity The term sheet will expire if not Signed before _ _ _ _ _ _ _ _ _

Exhibit-1

Pre-Financing Capitalization and Shareholding

Details of Shareholders:

S.No Class Name of Shareholders No of Value Per Total % of

shares Share Capital Share
1
2
3
Total