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Investment Agreement and Memo Tc-167
Investment Agreement and Memo Tc-167
This Memorandum of Understanding (MOU) sets the terms and understanding between the
(SAHYOG) and the (UPRIGHT) to (INVEST COMPULSORILY CONVERTIBLE
DEBENTURES).
WHEREAS
A. The Parties are interested in working together in connection with the Purpose which is
described in this Memorandum.
B. This Memorandum sets out the initial relationship between the Parties as well as the
respective rights and responsibilities of each Party and Each Party respectively is
expected to act in good faith in accordance with this Memorandum.
1 Debenture Subscription Agreement dated October 1st, 2023 entered into between Sahyog India Private Limited ,
Sanjog India Private Limited and Upright Capital.
PURPOSE
A. The Parties intend to investigate the prospect of working together and/or actually
working together and/or to actually work together, on a project which will be referred
to as Investment for Business Growth.
B. The Project has the following purposes to strengthen its market share, for further
business growth to provide an online platform for small-sized investors to invest in
early-stage Indian Startups.
GENERAL OBLIGATIONS
A. Notwithstanding the non-binding nature of this Memorandum, the Parties will act in
good faith and will use their best endeavours to achieve the purpose and to give effect
to the terms of the Memorandum.
A. The Parties hereby acknowledge and agree that they will each respectively perform all
acts and execute all documents as reasonably required in order to give effect to the
terms of this Memorandum and Each Party agrees to cooperate in the spirit of mutual
understanding and goodwill in order to develop the Parties’ relationships with one
another and in order to pursue the purpose.
REPORTING
All the Parties have concurred that the points of contact for each party will meet at least once
per year, or more frequently as needed. To fulfil the goals of the MOU according to the
mutually agreed-upon timeline, TCS will email a quarterly report on the program's progress.
FUNDING
All activities within this Cooperation framework will be carried out depending on the
availability of financial, human and research resources. Everything in this MOU will be
construed to constitute an obligation or commitment of Funds (CCDs) from the Investor’s side.
This MOU is legally binding. Any obligation or commitment of funding for Projects or as
otherwise contemplated by this MOU will be governed through separate agreements between
the Parties.
Debenture Subscription Agreement dated October 1st, 2023 entered into between Sahyog India Private Limited , 2
Sanjog India Private Limited and Upright Capital.
TIMING AND DURATION
A. The Memorandum will commence on the 28th Day of September, 2023 and The Parties
will negotiate in good faith in order to sign a final and legally binding agreement in
relation to the project (the “Agreement”) on or before the 25th Day of September 2023.
B. This Memorandum will remain in effect until the Agreement commences, or unless and
until otherwise terminated by the Parties by mutual agreement & should be providing
prior notice in writing to the other party.
CONTACT INFORMATION
Sahyog
Nikhil Jhaveri & Kamta Prasad
Managing Director
Bengaluru, India
+91 5843- 35687
Sahyogpvt900@gmail.com
Upright Capital
Investor
USA
+1 6749-23870
Uprightventure@gmail.com
3 Debenture Subscription Agreement dated October 1st, 2023 entered into between Sahyog India Private Limited ,
Sanjog India Private Limited and Upright Capital.
DEBENTURE SUBSCRIPTION AGREEMENT
BY AND AMONG
SAHYOG INDIA PRIVATE LIMITED
AND
SANJOG INDIA PRIVATE LIMITED
AND
UPRIGHT CAPITAL
BY AND AMONG
Sahyog, a company registered in India under the Companies Act, 2013 having its Registered
Office at: Bengaluru, (hereinafter referred to as “THE COMPANY”, which expression shall,
unless it is repugnant to the subject or context thereof, mean and include its representatives,
successors in title and permitted assigns) being the party of the FIRST PART.
AND
Sanjog, a company incorporated under the Companies Act, 1956 and having its registered
office at: Bengaluru, (hereinafter referred to as the “SubsCo”, which expression shall unless
repugnant to the context or meaning thereof mean and include its successors and assigns) of
the SECOND PART;
AND
“Upright Capital” is a USA-based Venture Capital Fund (hereinafter referred to as “THE
INVESTOR”, which expression shall, unless it is repugnant to the subject or context thereof,
mean and include its affiliates, representatives, successors and permitted assigns) being the
party of the THIRD PART.
The Company, the Promoters and the Investor are individually referred to as the “Party" and
collectively referred to as the “Parties”.
WHEREAS:
Debenture Subscription Agreement dated October 1st, 2023 entered into between Sahyog India Private Limited , 4
Sanjog India Private Limited and Upright Capital.
1. The ‘Company’ is engaged in the business of providing an online platform for small-
sized investors to invest in early-stage Indian start-ups.
2. The shareholding pattern and capital structure of the Company as of the Execution Date
is set out in Schedule I.
3. Subject to and in accordance with the terms and conditions set out in this DSA, the
Investor has agreed to subscribe to Investor CCDs. Upon the issuance of Investor Series
A CCDs to the Investor, the capitalisation and shareholding pattern of the Company at
the First Closing shall be as set out in Schedule II.
4. The Parties have agreed to enter into this DSA to set forth and record the terms and
conditions agreed between them for: (i) the subscription of Series A CCDs, and (ii) the
rights and obligations of the Investor vis-à-vis the Company and the Subsidiary in
relation to the management, governance and functioning of the Company and other
matters incidental thereto.
NOW, THEREFORE, in consideration of the mutual agreements, covenants,
representations and warranties and indemnities set forth in this DSA, and for other good
and valuable consideration, the receipt and sufficiency of which is acknowledged by the
Parties, the Parties hereby agree as follows:
5 Debenture Subscription Agreement dated October 1st, 2023 entered into between Sahyog India Private Limited ,
Sanjog India Private Limited and Upright Capital.
any manner whatsoever, approach, solicit, entice, or attempt to
entice away from Sahyog or otherwise hire, employ, or engage
any of Sahyog's employees or contractors who were employed
by or providing services to Sahyog at any time during the
Restricted Period.
2. CLOSING
2.1. Subscription and considerations: Subject to the applicable law and the terms and
conditions contained herein, at Closing, the Investor agrees to invest 10,00,000 (Ten
Lakhs) compulsorily convertible debentures (CCDs) of face value 100 each
aggregating to Rs. 10,00,00,000 in consideration thereof and for other good and valid
consideration, the receipt of which the Company and the Promoter acknowledge.
Debenture Subscription Agreement dated October 1st, 2023 entered into between Sahyog India Private Limited , 6
Sanjog India Private Limited and Upright Capital.
authority or veto right to negate or block any such nominations and appointments
at the Board or shareholders' level.
7. ARBITRATION
7.1.Any dispute, difference, question, issue or claim arising out of or relating to this
Agreement or interpretation thereof or the breach or alleged breach thereof, or
affecting this Agreement in any way shall be referred to arbitration.
7.2.The arbitration shall be held in Bengaluru, and English language shall be used in
the arbitral proceedings.
Debenture Subscription Agreement dated October 1st, 2023 entered into between Sahyog India Private Limited , 8
Sanjog India Private Limited and Upright Capital.
Agreement shall be subject to the exclusive jurisdiction of the competent Courts in
India.
9. MISCELLANEOUS
9.1.Deed of Adherence: The Parties shall execute a Deed of Adherence in the event of
transferring securities to any third party from the Investor.
9.2.Rights of Investor: Additional rights to be provided to the Investor shall be detailed
in Exhibit C attached hereto, balancing the interests of the Company, Promoters,
and other stakeholders.
9 Debenture Subscription Agreement dated October 1st, 2023 entered into between Sahyog India Private Limited ,
Sanjog India Private Limited and Upright Capital.