INVESTMENT AGREEMENT
This Investment Agreement (the “Agreement”) is made and entered into on this the 28th day
of September, 2023 (the “Effective Date”) at Bengaluru, Karnataka
BY AND BETWEEN
SAHYOG INDIA PRIVATE LIMITED, a company registered in India under the
Companies Act, 2013 having its registered office at 13-B, Park Street, Bengaluru, Karnataka
– 560002 (hereinafter referred to as “Sahyog or First Party” which expression shall, unless
it is repugnant to the subject or context thereof, mean and include its representatives,
successors in title and permitted assignees) being the party of the FIRST PART.
AND
1. _______________________________Promoter 1, Mr. Nikhil Jhaveri, aged about 29, Son
of Mr. K.S. Jhaveri, Residing at M-98, Sunrise Society, Bengaluru - 560002, and
2. _______________________________Promoter 2, Mr. Kamta Prasad, aged about 30, Son
of Mr. P.H. Prasad, Residing at 63/8, Wonder Colony, Bengaluru – 560002
(hereinafter altogether referred to as “The Promoters or Second Party” which expression
shall, unless it be repugnant to the subject or context thereof Contemporary Developments in
Corporate and Commercial Laws in India, mean and include their respective successors,
permitted assignees, heirs and executors) being the party of the SECOND PART.
AND
UPRIGHT CAPITAL, a Venture Capital Fund, based in the USA, with its registered office
in 139 Townsend St., San Francisco, California 94107 (hereinafter referred to as “Upright or
Third Party” which expression shall, unless it be repugnant to the subject or context thereof
or is expressly mentioned as otherwise, mean and include its affiliates, representatives,
successors and permitted assignees) being the party of the THIRD PART.
(Sahyog, Promoters and Upright shall hereinafter individually be referred to as “Party” and
collectively as “Parties”)
RECITALS
[i.] WHEREAS Sahyog is in the business of providing an online platform for small-sized
Uprights to invest in early-stage Indian start-ups, through ticket sizes as small as INR
1,000.
WHEREAS Sahyog also has a subsidiary company, namely, Sanjog India Private Limited
(herein referred to as “Sanjog”), incorporated and headquartered in Bengaluru, India and
engaged in offering an online matchmaking platform for matrimonial proposals.
WHEREAS Sahyog is seeking to expand its market share and grow its business by raising
funds through a Series-A investment round.
[ii.] WHEREAS Upright Capital has agreed to invest in the company to help achieve the goals as
abovementioned.
[iii.] WHEREAS Upright is willing to enter into this Agreement to provide to Sahyog the INR
10,00,00,000/- (Ten Crores Indian Rupees) investment by offering 10,00,000 (Ten Lakhs)
compulsory convertible debentures (CCDs) with face value of INR 100 each.
[1.] DEFINITIONS
[1.]
[2.] For the purposes of this Agreement, the following terms shall have the following meanings:
[3.]
[i.] "CCDs" shall mean the compulsorily convertible debentures to be issued by the Company to
the Upright pursuant to this Agreement.
[ii.] "Confidential Information" shall mean all information disclosed to Upright by Sahyog
during the negotiation or execution of this Agreement, or any information that Upright
may learn or obtain relating to Sahyog as part of its relationship with Sahyog.
[iii.] "Conversion Ratio" shall mean the number of Equity Shares into which each CCD is
convertible.
[iv.] “Effective Date” shall mean the date on which the agreement is signed and accepted by all
the parties.
[v.] "Employees" shall mean the Company's employees who are identified by the Company as
being essential to the Company's business.
[vi.] "Equity Shares" shall mean the fully paid-up equity shares of the Company having a face
value of INR 100 each.
[vii.] "Financial Statements" shall mean the audited financial statements of the Company for the
financial year ended March 31, 2023, and for each subsequent financial year ending on
March 31, together with all notes thereto and any other financial information of Sahyog
that Upright may reasonably request from time to time.
[viii.] "Inspection and Information Rights" shall mean the right of the Upright to inspect the
Company's books and records and to receive information from the Company's
management in accordance with Clause 9 below.
[ix.] "Subsidiary" shall mean any company of which the Company directly or indirectly controls
more than 50% of the issued and outstanding equity share capital.
In consideration of the mutual covenants and agreements contained herein, the parties agree
as follows:
Investment: Within 30 days from the Effective Date, Upright shall remit a payment of INR
10,00,00,000/- (rupees ten crore only) to Sahyog. The payment must be made through the
issuance of 10,00,000 (ten lakh) compulsorily convertible debentures (CCDs) of face value of
INR 100 (one hundred Indian rupees) each.
Terms and Conditions of CCDs: The CCDs shall be issued on the following terms and
conditions:
The CCDs shall be compulsorily convertible into equity shares of Sahyog at a conversion
price of INR 100 per equity share, within 18 months from the date of issue.
The CCDs shall bear interest at the rate of 8% per annum, payable semi-annually.
The CCDs shall be unsecured and subordinated to all other debts and liabilities of Sahyog.
The CCDs shall be transferable only with the prior written consent of Sahyog.
Additional Investment: Upright shall invest additional amounts in Sahyog occasionally at a
mutually agreed valuation. If Upright is unwilling or unable to commit to additional funding,
the Promoters shall have the right to bring in other investors, even if it dilutes Upright's stake
in Sahyog.
Restriction on Investment in Competitors: As per the terms of this Agreement, Upright is
prohibited from directly or indirectly investing in any of the companies, their subsidiaries or
affiliates listed as competitors by Sahyog, for a period of five years from the date of this
Agreement.
Sahyog, being the party in control, reserves the right to revise the list of competitors
occasionally, on the condition that the revision is made in good faith and for a reasonable
cause.
Upright must strictly comply with this clause to avoid any breach of the Agreement. If
Upright violates this clause, the following consequences will ensue:
Forfeiture of all accrued interest on the CCDs
Conversion of all outstanding CCDs into equity shares of Sahyog at a conversion price of
INR 80 per equity share
Loss of the right to appoint a nominee to the Board of Directors of Sahyog.
It is imperative that Upright adheres to this clause, as any violation will result in severe
ramifications that could potentially harm its interests.
Confidentiality: Upright hereby agrees to maintain the confidentiality of all information
related to Sahyog's business, technology, clients, and financial condition, which may come to
its knowledge in connection with its investment in Sahyog.
Without the prior written consent of Sahyog, Upright shall not use or disclose such
confidential information to any third party.
The obligation of confidentiality shall survive the termination of Upright's investment in
Sahyog and shall continue for an indefinite period.
Additional Safeguards for Confidentiality: To reinforce the confidentiality clause, Sahyog
and Upright shall execute a standalone non-disclosure agreement (NDA). This agreement
shall incorporate extra measures, including specifications on the information Upright may
request and the procedure it must follow to secure Confidential Information.
Non-Solicitation: Throughout and subsequent to the tenure of this Agreement, Upright shall
refrain from employing or enticing any Sahyog employee or client, without obtaining prior
written consent from Sahyog.
Limitation of Liability: In the event of any damages incurred by Upright, the liability of the
Promoters and Sahyog shall be limited to an amount not exceeding the Investment Amount.
N.B.F.C. License: Upright shall cooperate with Sahyog in obtaining an NBFC license.
Upright shall comply with all terms and conditions as laid down by the Reserve Bank of India
regarding foreign investments, disclosures, capitalization norms, etc.
Representation and Warranties for N.B.F.C. License: In addition to the aforementioned
representations and warranties, Upright hereby assures and guarantees Company that:
Upright will extend full cooperation to Company in obtaining an NBFC license and will
adhere to all the guidelines, terms, and conditions set forth by the Reserve Bank of India in
relation to foreign investments, disclosures, capitalization norms, and other related matters.
Upright will not undertake any action that may adversely affect the Company's ability to
acquire and maintain an NBFC license.
Upright will not indulge in any activity that may contravene the laws and regulations that
govern NBFCs in India.
In the event of Upright's violation of any of the above-mentioned representations and
warranties, the Company reserves the right to terminate this Agreement and demand the
repurchase of all of Upright's equity shares in Company at the fair market value.
Board Composition: The Sahyog Board of Directors will consist of five members, comprising
three nominees from the Promoters, one from Upright, and an independent director.
Appointment of CXOs: The Promoters maintain the exclusive authority to select the
Chairman, Managing Director, Chief Executive Officer, Chief Operating Officer, and other
CXOs for Sahyog. Upright is permitted to request additional details on the candidates but is
not authorized to nullify any nominations or appointments at either the Board or shareholder
level.
Vesting of Shares: Upright shall receive their share allocations through four installments
spanning four years, with 25% of the shares being granted annually on the date of issuance of
CCDs. In the event of a good or bad leaver situation, Sahyog will repurchase any unvested
shares held by Upright, at an equitable market rate.
Pre-emptive Rights: Sahyog possesses the pre-emptive right to purchase Sahyog securities
from Upright in the event of Upright's desire to exit. The valuation of the securities in such a
case shall be determined by a value mutually agreed upon by both parties.
Inspection and Information Rights: Upright is entitled to inspect Sahyog's books and records
and receive information about its business, subject to the following specific terms and
conditions:
Upright shall only exercise its inspection and information rights reasonably and shall not
create any undue burden on Sahyog.
Upright shall provide Sahyog with reasonable notice of any inspection or request for
information.
Sahyog may charge Upright a reasonable fee for the costs associated with providing
inspection and information, including the costs of photocopying, postage, and staff time.
Reasonable Frequency: Upright shall only exercise its inspection and information rights on a
reasonable basis. It shall not request excessive amounts of information or conduct inspections
more frequently than is reasonably necessary.
Subject Matters: The following is a list of subject matters that Upright may inspect or request
information about:
Sahyog's financial statements and other financial records;
Sahyog's corporate documents, such as its articles of incorporation and bylaws;
Sahyog's business plan and budget;
Sahyog's customer lists and contracts;
Sahyog's intellectual property;
Sahyog's compliance with applicable laws and regulations;
Sahyog may withhold information from Upright that is confidential, proprietary or
unnecessary for Upright to exercise its rights as an investor.
M.I.S. Plan: Sahyog shall provide Upright with a monthly management information system
(M.I.S.) report that includes the following information:
Sahyog's revenue and expenses;
Sahyog's customer acquisition and churn rates;
Sahyog's key performance indicators (KPIs);
Sahyog's financial position and liquidity;
Sahyog may also regularly provide Upright with other information, as agreed upon by the
parties.
Costs: Upright shall bear all costs associated with exercising its inspection and information
rights, including the costs of photocopying, postage, and staff time.
Due Diligence: Due diligence is done and satisfied however, Upright reserves right to
conduct further due diligence if there is a reason for any suspicion or if new facts come to
light, etc.
Affirmative Voting Rights: Upright shall possess Affirmative Voting Rights (AVM) on the
subsequent matters concerning Sahyog:
Sanction of Sahyog's annual budget and business plan.
Selection of Sahyog's Board of Directors.
Sanction of any merger, acquisition, or sale of Sahyog's assets.
Sanction of any substantial alterations to Sahyog's business model or operations.
Notwithstanding, Upright shall not exercise its AVM with respect to the day-to-day
operations and management of Sahyog.
Dispute Resolution: Any disputes arising from this Agreement shall be resolved through
arbitration in Bengaluru, India, in accordance with the Arbitration and Conciliation Act of
1996.
Governing Law: This agreement shall be subject to the laws of India and shall be construed in
accordance with the same.
Other Rights of Upright: Furthermore, Upright possesses certain entitlements, including but
not limited to:
The right to attend and vote at all gatherings of Sahyog shareholders.
The benefit of receiving dividends on its held shares.
The right to participate in the issuance of new shares or other share-related offerings extended
by Sahyog.
IN WITNESSTH WHEREOF THE PARTIES HERETO HAVE SET AND SUBSCRIBED
THEIR RESPECTIVE HANDS AND SEALS ON THE DAY, MONTH AND YEAR FIRST
HEREIN ABOVE WRITTEN.
Signed by the within named
Mr. ......................................
(Authorized signatory for Sahyog)
Signed by the within named
Mr. …..................................
(Promoter No.1)
Signed by the within named
Mr. …………………………..
(Promoter No.2)
Signed by the within named
Mr. …...................................
(For Upright) INVESTMENT AGREEMENT
This Investment Agreement (the “Agreement”) is made and entered into on this the 28th day
of September, 2023 (the “Effective Date”) at Bengaluru, Karnataka
BY AND BETWEEN
SAHYOG INDIA PRIVATE LIMITED, a company registered in India under the
Companies Act, 2013, with CIN:________, having its registered office at
__________Bengaluru, Karnataka – 560002 (hereinafter referred to as “Sahyog or First
Party” which expression shall, unless it is repugnant to the subject or context thereof, mean
and include its representatives, successors in title and permitted assignees) being the party of
the FIRST PART.
AND
Mr. Nikhil Jhaveri, aged about__, Son of Mr.______, Residing at________ (hereinafter
“Promoter 1”), and
Mr. Kamta Prasad, aged about__, Son of Mr.______, Residing at________ (hereinafter
“Promoter 2”)
(hereinafter altogether referred to as “The Promoters or Second Party” which expression
shall, unless it be repugnant to the subject or context thereof contemporary developments in
Corporate and Commercial Laws in India, mean and include their respective successors,
permitted assignees, heirs and executors) being the party of the SECOND PART.
AND
UPRIGHT CAPITAL, a Venture Capital Fund, based in the USA, with its registered office
at _________ (hereinafter referred to as “Upright or Third Party” which expression shall,
unless it be repugnant to the subject or context thereof or is expressly mentioned as
otherwise, mean and include its affiliates, representatives, successors and permitted
assignees) being the party of the THIRD PART.
(Sahyog, Promoters and Upright shall hereinafter individually be referred to as “Party” and
collectively as “Parties”)
RECITALS
1. WHEREAS Sahyog is in the business of providing an online platform for small-sized
investors to invest in early-stage Indian start-ups and seeking to expand its market share
and grow its business by raising funds through a Series-A investment round.
2. WHEREAS Upright Capital is a venture capital firm that specializes in identifying and
investing in high-potential businesses with innovative ideas, disruptive technologies and
scalable business models in the United States, and has agreed to invest in Sahyog to help
achieve the goals as abovementioned.
3. WHEREAS Upright is willing to enter into this Agreement to provide to Sahyog the INR
10,00,00,000/- (Ten Crores Indian Rupees) investment by offering 10,00,000 (Ten Lakhs)
compulsory convertible debentures (CCDs) with face value of INR 100 each.
NOW THEREFORE in consideration of the mutual covenants and agreements contained
herein, the parties agree as follows:
1. DEFINITIONS: For the purposes of this Agreement, the following terms shall have the
following meanings:
i. “CCDs” shall mean the compulsorily convertible debentures to be issued by the
Company to the Upright pursuant to this Agreement.
ii. “Confidential Information” shall mean all information disclosed to Upright by
Sahyog during the negotiation or execution of this Agreement, or any information
that Upright may learn or obtain relating to Sahyog as part of its relationship with
Sahyog.
iii. “Equity Shares” shall mean the fully paid-up equity shares of the Company
having a face value of INR 100 each.
iv.[i.] “Financial Statements” shall mean the audited financial statements of the Company
for the fiscal year ending March 31, 2023, and subsequent fiscal years ending on
March 31, along with accompanying notes and other financial information
Upright may request.
v.[ii.] “Inspection and Information Rights” shall mean the right of the Upright to inspect
the Company's books and records and to receive information from the Company's
management.
vi.[iii.] “N.B.F.C.” shall mean
2. INVESTMENT: Within 30 days from the Effective Date, Upright shall remit a payment
of INR 10,00,00,000/- (rupees ten crore only) to Sahyog. The payment shall be made
through the issuance of 10,00,000 (ten lakh) compulsorily convertible debentures (CCDs)
of face value of INR 100 (one hundred Indian rupees) each.
3. TERMS AND CONDITIONS OF CCDS: The CCDs shall be issued on the following
terms and conditions:
i. The CCDs shall be compulsorily convertible into equity shares of Sahyog at a
conversion price of INR 100 per equity share, within 18 months from the date
of issue.
ii. The CCDs shall bear interest at the rate of 8% per annum, payable semi-
annually.
iii. The CCDs shall be unsecured and subordinated to all other debts and liabilities
of Sahyog.
iv. The CCDs shall be transferable only with the prior written consent of Sahyog.
4. ADDITIONAL INVESTMENT: Upright shall invest additional amounts in Sahyog
occasionally at a mutually agreed valuation. If Upright is unwilling or unable to commit
to additional funding, the Promoters shall have the right to bring in other investors, even
if it dilutes Upright's stake in Sahyog.
5. RESTRICTION ON INVESTMENT IN COMPETITORS: Upright shall not invest in
Sahyog’s listed competitors, directly or indirectly, within the territory of India for five
years from the date of execution of this Agreement. Sahyog may revise the list of
competitors in good faith and for reasonable cause, while ensuring transparency and
accountability. Upright must strictly comply with this clause to avoid any breach of the
Agreement. If they violate this clause, the following consequences will ensue:
i. Forfeiture of all accrued interest on the CCDs
ii. Conversion of all outstanding CCDs into equity shares of Sahyog at a
conversion price of INR 80 per equity share
iii.[i.] Forfeiture of Upright’s rights to attend the Board meetings of Sahyog
It is imperative that Upright adheres to this clause, as any violation shall result in severe
ramifications that could potentially harm its interests.
6. CONFIDENTIALITY: Upright hereby agrees to maintain the confidentiality of all
information related to Sahyog's business, technology, clients, and financial condition,
which may come to its knowledge in connection with its investment in Sahyog. Without
the prior written consent of Sahyog, Upright shall not use or disclose such confidential
information to any third party, the obligation of which shall survive the termination of
this Agreement.
7. ADDITIONAL SAFEGUARDS FOR CONFIDENTIALITY: To reinforce the
confidentiality clause, Sahyog and Upright shall execute a standalone non-disclosure
agreement (NDA). This agreement shall incorporate extra measures, including
specifications on the information.
8. NON-SOLICITATION: Throughout and subsequent to the tenure of this Agreement,
Upright shall refrain from employing or enticing any Sahyog employee or client, without
obtaining prior written consent from Sahyog.
9. LIMITATION OF LIABILITY: In the event of any damages incurred by Upright, the
liability of the Promoters and Sahyog shall be limited to an amount not exceeding the
Investment Amount.
10. REPRESENTATION AND WARRANTIES FOR N.B.F.C. LICENSE: Upright
hereby assures and guarantees that:
i. It shall extend full cooperation to Company in obtaining an NBFC license and
shall adhere to all the guidelines, terms, and conditions set forth by the Reserve
Bank of India in relation to foreign investments, disclosures, capitalization norms,
and other related matters.
ii. It shall not undertake any action that may adversely affect the Company's ability
to acquire and maintain an NBFC license.
iii. It shall not indulge in any activity that may contravene the laws and regulations
that govern NBFCs in India.
Upright shall adhere to the regulations set by the Reserve Bank of India concerning
foreign investments, capitalization, and disclosures. In case of any breach of these terms,
Sahyog has the right to terminate the agreement and request the repurchase of Upright's
equity shares at fair market value.
11.[1.] BOARD COMPOSITION: The Sahyog Board of Directors shall consist of five
members, comprising three nominees from the Promoters, one from Upright, and one
independent director.
12. APPOINTMENT OF CXOS: The Promoters maintain the exclusive authority to select
the Chairman, Managing Director, Chief Executive Officer, Chief Operating Officer, and
other CXOs for Sahyog. Upright is permitted to request additional details on the
candidates but is not authorized to nullify any nominations or appointments at either the
Board or shareholder level.
13. VESTING OF SHARES: Upright shall receive their share allocations through four
installments spanning four years, with 25% of the shares being granted annually on the
date of issuance of CCDs. In the event of a good or bad leaver situation, Sahyog shall
repurchase any unvested shares held by Upright, at an equitable market rate.
14. PRE-EMPTIVE RIGHTS: Sahyog possesses the pre-emptive right to purchase Sahyog
securities from Upright in the event of Upright's desire to exit. The valuation of the
securities in such a case shall be determined by a value mutually agreed upon by both
parties.
15. INSPECTION AND INFORMATION RIGHTS: Upright may examine Sahyog's
records and gather relevant information related to their business without unduly impeding
their operations. Upright shall provide advance notice to Sahyog before requesting
inspections or information. These rights must be exercised reasonably, without excessive
requests or frequency. Sahyog may withhold information from Upright that is
confidential, proprietary or unnecessary for Upright to exercise its rights as an investor.
16. M.I.S. PLAN: Sahyog shall provide Upright with a monthly management information
system (M.I.S.) report that includes the following information:
i. Sahyog's revenue and expenses;
ii. Sahyog's customer acquisition and churn rates;
iii. Sahyog's key performance indicators (KPIs);
iv. Sahyog's financial position and liquidity;
Sahyog may also regularly provide Upright with other information, as agreed upon by the
parties.
17. COSTS: Upright shall bear all costs associated with exercising its inspection and
information rights, including the costs of photocopying, postage, and staff time.
18. DUE DILIGENCE: Due diligence is done and satisfied however, Upright reserves right
to conduct further due diligence if there is a reason for any suspicion or if new facts come
to light, etc.
19. AFFIRMATIVE VOTING RIGHTS: Upright shall possess Affirmative Voting Rights
on the subsequent matters concerning Sahyog:
i. Sanction of Sahyog's annual budget and business plan.
ii. Sanction of any merger, acquisition, or sale of Sahyog's assets.
iii. Sanction of any substantial alterations to Sahyog's business model or
operations.
Notwithstanding, Upright shall not exercise its Affirmative Voting Right with respect to
the day-to-day operations and management of Sahyog.
20. DISPUTE RESOLUTION: Any disputes arising from this Agreement shall be resolved
through arbitration in Bengaluru, India, in accordance with the Arbitration and
Conciliation Act of 1996.
21. GOVERNING LAW: This agreement shall be subject to the laws of India and shall be
construed in accordance with the same.
22. OTHER RIGHTS OF UPRIGHT: Furthermore, Upright possesses certain entitlements,
including but not limited to:
i. The right to attend and vote at all gatherings of Sahyog shareholders.
ii. The benefit of receiving dividends on its held shares.
iii. The right to participate in the issuance of new shares or other share-related
offerings extended by Sahyog.
IN WITNESSTH WHEREOF THE PARTIES HERETO HAVE SET AND
SUBSCRIBED THEIR RESPECTIVE HANDS AND SEALS ON THE DAY, MONTH
AND YEAR FIRST HEREIN ABOVE WRITTEN.
Signed by the within named Signed by the within named
Mr. ...................................... Mr. ......................................
(Authorized signatory for Sahyog) (Authorized signatory for Upright)
Signed by the within named Signed by the within named
Mr. ….................................. Mr. ......................................
(Promoter No.1) (Promoter No.2)
