Term Sheet

This term sheet (“Term Sheet”) executed on [●] (“Effective Date”) summarizes
the principal terms and conditions for the Legal Due Diligence in [●]
(“Company”) is executed by and between the HBF Direct Limited and the
Incormet . This Term Sheet has been entered to facilitate negotiations for the Legal,
Financial , Non-Financial, , and other necessary Regulatory Compliance and is an
expression of intention only and does not constitute an offer, agreement, agreement in
principle, agreement to agree or commitment to provide financing. This Term
Sheet is non- binding except for Clause 4 which shall be legally binding on all
parties hereto.

1.0 TRANSACTION DETAILS

1.1 Nature of The Companies who are agreeing to the proposed transactions are is currently engaged in the
business Consultancy(HBF Direct Limited) business and Financial Education business (Incormet).

1.2 Agreement This Terms are entered between HBF Direct Limited and Incormet into as of [Date] (the
"Effective Date") between [Company A], a [Jurisdiction] corporation with its principal
place of business at [Address], and [Company B], a [Jurisdiction] corporation with its
principal place of business at [Address].
WHEREAS, both Companies acknowledge the importance of conducting a thorough due
diligence review to evaluate the feasibility and merits of the potential transaction;
NOW, THEREFORE, in consideration of the mutual obligation and covenants contained
herein, the Companies agree as follows:

1.3 Purpose The purpose of this Agreement is to establish the terms and conditions for conducting due
diligence on each other's operations, financials, legal matters, compliance, human resources, and
other relevant areas to facilitate the evaluation of the potential transaction.

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1.4 Proposed (i) For the purpose of conducting a due diligence on the Company, subject to the
Transaction applicable legal and financial requirements, the HBF Direct Limited , along with
other designated and authorized officers for the purpose as specified in the
Definitive Documentation intends to investigate all the necessary and required
documents for due diligence. This due diligence is intended overall health of the
company
(ii) The Companies will work towards achieving completion of the Proposed
Transaction, and as part of the due diligence process, the Incomate will provide
the HBF Direct Limited with a confirmation stating that all required documents,
including the charter, compliance records, financial statements, list of creditors,
human resource documents, and licenses/approvals, will be provided for review.
This ensures transparency and allows for a comprehensive assessment of the
company's legal, financial, and operational aspects.

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1.5 Accessibi The Company Incomat agrees to grant HBF Authorized officers and representatives
lity to reasonable access to all relevant information, documentation, and personnel necessary to
documen conduct the due diligence process. This includes other transactional based on operation of the
ts company Incomat.. The Company Incomat will cooperate fully and promptly respond to any
reasonable requests for information, allowing the HBF Direct limited to assess the target
company's assets, liabilities, risks, and overall business operations. The HBF Direct Limited
acknowledges the confidential nature of the information provided and agrees to implement
appropriate measures to protect sensitive data during the due diligence process.

2.0 KEY CONSIDERATIONS

2.1 Departmental This Permission for Due Diligence ("Permission") is granted [Date] by Indus
Consideration Expert corporation with its principal place of business at [Address] ("Owner"),
to HBF Direct Limited corporation with its principal place of business at
[Address] ("Requesting Party") in the following Department :
1. Legal Department: The legal department plays a critical role in due diligence by
conducting a comprehensive review of contracts, agreements, and legal
documentation to ensure compliance with applicable laws and regulations. They
identify and assess potential legal risks, disputes, or liabilities that may impact
the organization's operations and contractual obligations.
2. Financial Department: The financial department conducts a thorough analysis of
financial statements, including income statements, balance sheets, and cash flow
statements. Their evaluation aims to assess the organization's financial
performance, profitability, and solvency. They identify any potential financial
risks, irregularities, or contingent liabilities that may impact the organization's
financial standing.
3. Human Resources Department: The human resources department evaluates
employment contracts, policies, and procedures to ensure compliance with labor
laws and regulations. They review workforce composition, employment
agreements, and organizational structure to identify any potential labor-related
risks, such as non-compliance with employment laws or contingent liabilities
arising from employment disputes or terminations.
4. Operations/Production Department: The operations/production department
assesses the organization's operational processes, efficiency, and inventory
management systems. They evaluate the adequacy of internal controls, supply
chain management, and quality assurance protocols to identify any operational
risks, inefficiencies, or potential breaches of contractual obligations.
5. IT/Information Security Department: The IT/information security department
conducts a comprehensive assessment of the organization's technology

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 infrastructure, systems, and data protection measures. They evaluate data
privacy policies, cybersecurity protocols, and compliance with applicable data
protection laws. Their objective is to identify any potential vulnerabilities, data
breaches, or non-compliance with regulatory requirements.
6. Compliance Department: The compliance department ensures adherence to
relevant laws, regulations, and industry standards. They review compliance
programs, policies, and procedures to identify any deficiencies or gaps in
compliance efforts. They also assess risk management practices, internal control
mechanisms, and the effectiveness of compliance monitoring systems.
7. Environmental Health and Safety Department: The environmental health and
safety department oversees compliance with environmental regulations and
occupational health and safety standards. They evaluate environmental impact
assessments, workplace safety protocols, and adherence to regulatory
requirements. Their assessment aims to identify any potential environmental
liabilities, safety risks, or non-compliance issues.

Prompt Provision of Documents

2.2 Assistance
Whenever HBF Direct Limited ("HBF") requests access to the required documents
from Incormet for the purpose of conducting due diligence, the Company being
requested to provide such documents shall promptly grant HBF priority access and
cooperation to facilitate the due diligence process.

Priority Access:

The Incormet shall prioritize HBF's request for access to the required documents
over other competing obligations, subject to any legal or regulatory restrictions.
The Incormet shall ensure that HBF's representatives have timely and
uninterrupted access to the requested documents and necessary personnel for
discussions, clarifications, and further information as may be required for the due
diligence review.

1. The consent Companies agree to appoint a Nodal Officer ("Nodal Officer")

2.3 Nodal Officer
Mr . . Nikhil for the due diligence process in relation to agreed Term . The
Appointment Nodal Officer will coordinate and oversee the due diligence activities.

2. The Nodal Officer shall have the following roles and responsibilities:
a. Serve as the primary point of contact for all parties involved in the due
diligence process.
b. Coordinate the collection, organization, and dissemination of required
documents and information.
c. Facilitate timely responses to requests for additional information or
clarifications.
d. Liaise with legal, compliance, and other relevant teams to ensure adherence to
applicable laws and regulations.

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e. Maintain confidentiality and implement appropriate safeguards to protect
sensitive information.
f. Provide regular updates to senior management or relevant stakeholders on the
progress and findings of the due diligence.

Authority and Decision-making:

The Nodal Officer shall have the authority to make decisions regarding the
organization and management of the due diligence process, subject to the overall
direction and guidance of the Parties. The Nodal Officer may consult with relevant
teams or seek necessary approvals as deemed appropriate to fulfill their
responsibilities effectively.

Replacement or Resignation:
In the event that the Nodal Officer is unable to continue their role or resigns from
their position, the HBF Direct Limited shall promptly appoint a suitable
replacement Nodal Officer. The replacement Nodal Officer shall assume all
responsibilities and obligations outlined in this clause.

Cooperation and Support:

The Incormet shall cooperate fully with the Nodal Officer and provide the
necessary support to facilitate the due diligence process. This includes promptly
providing requested documents, information, and access to key personnel for
interviews or discussions as required.

Term and Termination:

The appointment of the Nodal Officer shall commence upon the execution of this
agreement and continue until the completion of the due diligence process, unless
otherwise agreed by the Parties. Either Party may terminate the appointment of the
Nodal Officer by providing written notice to the other Party, specifying the
reasons for termination.

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3.0 DOCUMENTATION AND INCIDENTAL MATTERS

3.1 Definitive The parties shall enter into a Due Diligence Agreement for the furtherance of the said
Documentation Proposed Transaction, within [90 (ninety)] days from the date of signing of this Term
Sheet, which date may be mutually extended by the Companies. For the purpose of Due
Diligence , the documents incidental to the Proposed Transaction shall be collectively
referred to as “Definitive Documentation” .

The Definitive Documents will be further categorized as the following :

1. Charter Documents: The due diligence process shall include a thorough

examination of the Charter Documents, comprising the Company's Charter,
Memorandum of Association, and Articles of Association. These documents
constitute the foundational governing principles of the Company, serving as the
basis for all corporate decisions. The purpose of the due diligence review is to
assess the compliance, accuracy, and validity of the Charter Documents, ensuring
their alignment with the Company's operations and legal obligations."

2. Compliance Documents: The due diligence process shall include a review of all
compliance documents, such as minutes of board, shareholder, or committee
meetings, reports, statutory registers, share certificates, and filings with regulatory
authorities. These documents will be examined to confirm the Company's adherence
to legal and regulatory requirements.

3. Financing Documents: The Company shall provide the latest audited financial
statements to assess its financial viability over the past year. This information will
enable an evaluation of the Company's financial health and stability.

4. Creditors/Lenders: The Company shall promptly disclose to HBF Direct Limited

any significant creditors, including details of outstanding debts, repayment terms,
and security interests. HBF Direct Limited shall be granted access to relevant
creditor documentation and have the right to conduct due diligence on the creditors.
The Company shall fully cooperate and provide necessary information or assistance
regarding the creditors.

5. Litigation Documents: The due diligence process requires a review of litigation

documents to identify any pending legal matters that may impact the Company's
revenue streams. These documents will provide insights into ongoing legal
proceedings.

6. Human Resource Documents: Employment or retainer contracts executed with key

managerial personnel shall be examined during the due diligence process.
Understanding these contracts is important as the acquiring party may choose to
terminate them. Therefore, a review of such documents is essential.

7. Licenses and Approvals: Due diligence shall include a review of licenses and
approvals related to the Company's operations. These documents are crucial to
ensure that the Company's revenue-generating activities comply with necessary
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 regulations and have the required authorizations.

3.2 Conditions 1. Completion of Due Diligence: The Completion of due diligence will occur only
when the document are reviewed and evaluated all relevant documents, records, and
Precedent to
information pertaining to the transaction is investigated by HBF Direct Limited..
Closing
2. Results of Due Diligence: The Incomet would be provided with the elaborative due
diligence report reasonably based on the findings, disclosures, and any identified
risks, liabilities, or material adverse changes. Also any material issues identified
during due diligence.
3. Documentation: The Incomet shall have provide with all necessary agreements,
contracts, and ancillary documents related to the Due Diligence , including but not
limited to the definitive purchase agreement, and any other required agreements.
4. The Incomet shall promptly notify the HBF Direct Limited in writing of any
proposed transaction or contract which they entered during the process of Term
Agreement that can materially impact the due diligence or the contemplated
transaction, prior to its execution. The HBF Direct Limited shall have the right to
evaluate and consider the implications. Failure to provide timely notice may result in
remedies under applicable agreements or laws."

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3.4 Due Diligence The HBF Direct Limited and Incomet represents to the Proposed Transaction: (a) is in
Process accordance with applicable law under:

1. Company Act 2013 : This includes laws governing the formation, governance,
and operation of companies, such as company registration, articles of
incorporation, shareholders' rights, directors' duties, and corporate compliance.

2. Contract AcT 1872: Due diligence often involves reviewing contracts,

agreements, and other legal documents. Understanding contract law principles,
including formation, interpretation, enforceability, and potential liabilities, is
crucial.

3. Securities Contracts (Regulation) Act, 1956: When conducting due diligence for
an investment or acquisition involving publicly traded securities, securities laws
come into play. These laws regulate the offering, sale, and disclosure
requirements for securities transactions.

4. Intellectual Property Right Act 2016 : Intellectual property due diligence

examines the ownership, protection, and infringement risks associated with
patents, trademarks, copyrights, and trade secrets. It involves assessing the
validity, scope, and enforceability of intellectual property rights.

5. Employment Act 1946 : Due diligence may require reviewing employment

contracts, compliance with labor laws, employee benefits, and potential
liabilities related to workforce management, such as discrimination claims or
labor disputes.

6. Environmental Act 1986 : Environmental due diligence focuses on compliance

with environmental regulations, potential environmental liabilities, site
contamination, permits, and environmental impact assessments.

7. Income Tax Act 1961 : Understanding tax obligations, liabilities, and potential
risks associated with a transaction is crucial. Tax due diligence examines the
accuracy of tax filings, potential tax liabilities, tax incentives, and transfer
pricing issues

8. Information Technology Act 2000(IT Act 2000): As data becomes increasingly

important, due diligence may involve assessing compliance with data protection
and privacy laws, particularly when dealing with personal information and
sensitive data.

3.5 Statutory The Companies HBF Direct Limited and Incomet understand and agree that erespective
Approvals company shall be responsible for obtaining the statutory approvals required for completion
of their respective commitments of the Proposed Transaction described herein. The
Companies agree that they shall, where necessary, provide no objection letters and any
other correspondence that may be necessary for the other party to obtain statutory
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 approvals.

4.0 GENERAL

4.1 Expenses All costs and expenses which constitute the basic and requisite transactional expenses in
respect of the transaction contemplated herein (including consultancy/advisory fees,
due diligence, stamp duty or other statutory charges) (“Basic Expenses”) shall be borne
by the HBF Direct Limited . Any expense in addition to the Basic Expenses initiated by
an Incomet shall be borne by organization as per the valuation.

4.2 Confidentiality Each party hereto shall keep all information about the Proposed Transaction (including the
terms of this Term Sheet and the discussions between the parties) confidential and shall not

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 Disclose the same to any third party without the prior written approval of the other
parties. Standard exceptions to confidentiality obligations (including disclosure of
information mandated under applicable law) shall apply. Any disclosure to a party’s
representatives, employees, agents or assigns shall be strictly on a need-to-know basis.

4.3 Exclusivity The HBF Direct Limited Limited and Incomet agree that following [60 (sixty)] days
from the execution of this Term Sheet, neither the Incomet nor the HBF Direct Limited,
either by themselves or through any other person, shall approach or participate in any
discussions or negotiations or solicit, discuss and/or encourage any financing for the
Companies by any other person in any manner and will not provide any information relating
to the Companies to any other potential investor.

4.4 Termination This Term Sheet shall terminate [90 (ninety)] days from its execution unless mutually
extended by the parties or mutually cancelled by the Companies. It shall automatically
stand terminated upon replacement by the Definitive Documentation.

4.5 Amendment The Companies HBF Direct Limited and Incomet as per the requirement of the situation may
amend the terms of this Term Sheet by mutual consent in writing.

4.6 Governing Law This Term Sheet shall be governed by the laws of India. Any disputes arising out of or
and Jurisdiction in connection with the validity, interpretation or implementation of this Term Sheet or
the Definitive Documentation shall be subject to the exclusive jurisdiction of the courts of
India.

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