Term Sheet For A Proposed Investment In Tabula Games Private Limited
This term sheet ("Term Sheet") executed on ("Effective Date") summarizes the principal terms and conditions for the proposed investment of USD 12 million in Tabula Games Private Limited by Axxel India and is executed by and between  and  (collectively, "Promoters"), the Company and the Investor. This Term Sheet has been entered to facilitate negotiations for the Proposed Transaction 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.

1.0.Transaction Details
1.1	Business	The Company is currently engaged in the business of online gaming sector
1.2	Promoters	The Company is currently controlled by
1.3	Current Capital Structure	The current paid-up and issued share capital of the Company comprises  equity shares with a face value of INR  per share and  preference shares with a face value of INR  per share. The Promoters hold  % in the current paid-up and issued share capital of the Company. The shareholding pattern of the Company as of the Effective Date is as outlined in Schedule 1 hereto.
1.4	Valuation	For the Proposed Transaction, the pre-money valuation of the Company is INR .
1.5	Proposed Transaction	Subject to applicable law, the Investor, as outlined in the Definitive Documentation proposes to invest up to USD 12 million (the "Investment Amount") into the Company such that the post-investment shareholding structure of the Company shall be in the manner set out in Schedule 2 hereunder. It is agreed by the Parties that the Investment Amount may be subject to change at any time after the execution of this Term Sheet but before the execution of the Definitive Documentation, and in the event of the same, the post-money valuation and shareholding pattern of the Company shall be accordingly revised. The Parties will work towards achieving completion of the Proposed Transaction, including but not limited to the remittance of the Investment Amount and the issue of corresponding Equity Shares ("Closing") within the timeframe. The shareholding pattern of the Company, immediately upon Closing shall be as outlined in Schedule 2 hereunder.
2.0 Key Considerations
2.1	Board Composition And Incidental Matters	The Board of Directors of the Company (the Board) immediately upon Closing shall comprise of  directors, of which the Investors shall be entitled to nominate one director (Investor Director).
2.2	Promoters' Lock-In	The Promoters shall not be entitled to transfer to any person, the shares held by them in the Company, directly or indirectly, for a period of [3 (three)] years from the date of Closing ("Lock-in Period"). The Promoters may however transfer their shares to any person during the Lock-in Period subject to the prior written approval of the Investors and right of first refusal or tag along right as outlined in this Clause 2.
2.3	Information Rights	As long as the Investors hold any shares in the Company, the Investors shall receive from the Company: quarterly (un-audited) financial statements within [30 (thirty)] calendar days from the end of the preceding quarter annual (audited) financial statements within [60 (sixty)] calendar days following the closure of the preceding financial year operating/business plan within [30 (thirty)] calendar days before the commencement of the following year any other operational and financial information as per the requirement of the Investors
	Exit Mechanism	The Company and the Promoters shall make all reasonable endeavours to provide an exit to the Investors by way of (a) an initial public offering of the Company at a mutually agreed minimum valuation within 5 (five) years from the date of Closing, or (b) strategic sale of the Equity Shares at the price acceptable to the Investors within 6 (six) years from the date of Closing provided the Company.   Drag Along Option: In the event, that the Company and the Promoters fail to provide an exit to the Investors in accordance, the Investors shall have the unilateral right to sell their Investor Instruments (including shares) to any third party and the right to drag along the Promoters requiring the Promoters to sell whole of part of their shares, if required by such third party, to enable exit by the Investors. Detailed provisions with respect to the exit rights of the Investors shall be incorporated under the Definitive Documentation.
3.0 Documentation And Incidental Matters
3.1	Representations and Warranties	The Company represents to the Investors that the Proposed Transaction: (a) is in accordance with applicable law, including but not limited to, Indian foreign exchange regulations; and (b) shall not result in the Company violating any terms in respect of existing corporate or statutory approvals.
3.2	Statutory Approvals	The parties understand and agree that each party shall be responsible for obtaining the statutory approvals required for the completion of their respective commitments of the Proposed Transaction described herein. The parties 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 approvals.
3.3	Events of Default	The Definitive Documentation will set out customary events of default and consequences. The events of default shall include a breach of any provisions of the Definitive Documentation by a party.
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 Company. Any expense in addition to the Basic Expenses initiated by an Investor shall be borne by such Investor.
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 disclose the same to any third party without the prior written approval of the other parties.
4.3	Exclusivity	The Company and the Promoters agree that following [60 (sixty)] days from the execution of this Term Sheet, neither the Promoters nor the Company, 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 Company by any other person in any manner and will not provide any information relating to the Company to any other potential investor and will clearly indicate to such other potential investors that the Company and the Promoters are bound by this Clause.
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 parties. It shall automatically stand terminated upon replacement by the Definitive Documentation.
4.5	Amendment	The parties may amend the terms of this Term Sheet by mutual consent in writing.
4.6	Governing Law and Jurisdiction	This Term Sheet shall be governed by the laws of India. Any disputes arising out of or 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.

To draft a sound commercial contract for any client the following aspects should be kept in mind:

1. Client's requirements: Before drafting a contract, one needs to understand the requirements of the client. There could be certain specific terms and conditions that the client requires in the contract which need to be adhered to by the lawyer otherwise the contract becomes inefficient for the client.
    
2. Key terms: Before drafting any contract, one should jot down the terms that he/she thinks are deemed fit for that particular contract as the requirements for all contracts change.
    
3. Specific but with details: A good drafter knows that the terms of the contract should be certain, specific, and not vague. It may contain details of the terms but it should be specific and brief for the understanding of the reader.
    
4. Standard clauses: There are certain standard clauses that more or less all contracts provide such as the governing law, jurisdiction, termination, etc. Therefore, such standard clauses should be kept in mind.
    
5. Legal Format: Certain legal formats are supposed to be followed, for example, let's say we have to write a cause title, then there is a format for that for different courts that is required to be followed.
    
6. Approval from the client: Before the contract is sent to the other party for their approval, it should first reach the client as there can be some additions or subtractions from the contract according to the wishes of the client.
    
7. Track changes: In the Word doc there is a system of Track changes that should be applied so that the changes made can be easily reviewed.
    
8. Ensuring signature, stamps, and notary date: It is important to ensure that the signatures and stamps are done properly. The date of the notary should be properly done and should not mismatch with the date of the contract or filing date.

Personal tips and tricks:

1. I always work to track changes in the Word document as it helps me to keep track of the changes made from the start to the end. And if the work is passed to any other employee then it becomes easy for him/her to also know about the changes.
2. After printing the documents, I always ensure that the documents are arranged properly and pages are recognized so that the pages do not change their position and wrong arrangement is not done.
3. Before drafting the contract, I make a mind map of what all things should be included in the contract and then I work on that outline.
4. Most importantly, there is usually one master template for every kind of contract that is available in the office or can be easily arranged from internet sources or peers. You can get a gist about the contract requirements and then can accordingly work as per your requirements.
5. Using clear headings breaking your thoughts into small bullets and then framing the terms shall aid in drafting a contract that is tight and flawless.

Termination Clause
A termination clause in the commercial contract has great significance in a contractual relationship as to puts an end to the contractual relationship. Consequently, the parties are not further bound for the performance of the contract after the date of the termination. As terminating the contract parties are relieved from the contractual obligation but it does not mean that parties are exempted from the other liability. Eg. if a party to a contract commit a breach of the term of the contract then the party will remain liable for the breach of such term. The main objective of the termination clause is to provide the date on which the contract ended and the circumstances under which it happened. In a commercial contract, parties may have several termination rights[1].

Following are the modes by which commercial contract can be ended[2]:

1. Issues connected with the terms of the contract i.e. breach, party while framing the termination clause as to breach of the contract. The parties need to specify what will be constituted as a material breach that leads to the termination of the commercial contract to refrain the party from terminating the contract on the infringement of the minor terms and also provide in the contract period within which the party committing the breach remedy such breach to avoid the termination of the contract. While drafting the force majeure clause in the commercial contract, the event which would delay or prevent the party from the performance of the contract, must specify the period after expiry of which the contract will stand terminated.
    
2. Termination due to force majeure: The force majeure clause is very commonly found in all commercial transactions which absolves the party from the contractual obligation due to the event arise which is beyond their control.
    
3. Termination for insolvency: One of the main legal conditions for a valid contract is that the party will be competent to contract, as insolvency of the parties leads to the termination of the commercial contract. Thus while drafting the termination clause, parties should consider the various ways in which the party could experience the insolvency event in the future, and draft in such a way by which mutual right can be given to both parties to terminate the contract for insolvency and also set forth additional grounds by which the party can terminate the contract when the party's financial position deteriorates.

While drafting the termination clause in the contract, one must have an absolutely clear understanding as to what will be the legal consequences after terminating it. since all commercial contracts have termination clauses as to the mechanism that has to be followed while terminating the contract.[3] The party while drafting the termination clause have a clear understanding of the exact circumstance by which the organization or the other party will end the contractual relation, the period of notice as to terminate the contract and the communication of such notice. The termination clause in a contract can be relatively short or long depending upon the complexity and value of the deals while drafting the termination clause.[4]

End Notes:

1. Sarah Gunton, 'Terminating a Commercial Contract' (Harper James, 14 December 2021) (https://harperjames.co.uk/article/terminating-commercial-contracts/) accessed on 24 August 2023.
2. Patrick McCallum, 'The importance of Termination Rights in Commercial Contract' (Wright Hassall, 3 May 2023) (https://www.wrighthassall.co.uk/knowledge-base/the-importance-of-termination-rights-in-commercial-contracts) accessed on 24 August 2023.
3. 'Drafting the Termination Clause in a Contract' (Legawise, 3 January 2020) (https://www.legawise.com/drafting-the-termination-clause-in-a-contract) accessed on 24 August 2023.
4. Thomas Sutherland, 'What Termination Clauses and Breach Clauses should I include in a Business Contract in UK?' (Legalvision, 22 November 2022) (https://legalvision.co.uk/commercial-contracts/termination-breach-clauses/#content-next) accessed on 24 August 2023.
5. Let's Venture, 'Term sheet (Equity) Template (India)' (Startupindia, November 2016) (https://www.startupindia.gov.in/content/dam/investindia/Templates/public/Tools_templates/internal_templates/Lets_Venture/TERM_SHEET_EQUITY.pdf) accessed on 24 August 2023.