COMPULSORILY CONVERTIBLE PREFERENCE SHARES (CCPS)
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT is made on this ____ day of __________, 2025
BETWEEN
OX AGRY PRIVATE LIMITED
- A company incorporated under the Companies Act, 2013
- Having its Registered Office at: 105, South Anna Nagar, Dindigul Road, Palani - 624601, Tamil Nadu, India
- CIN: U01100TN2022PTC149276
- GSTIN: 33AADCO6794P1ZO
- (Hereinafter referred to as the "Company", which expression shall, unless repugnant to the context or meaning thereof, include its successors and assigns)
OF THE FIRST PART
AND
[INVESTOR NAME]
- [Individual/Company/LLP/Partnership Firm/HUF/Trust]
- Address: [Complete Address]
- PAN: [PAN Number]
- Email: [Email Address]
- Mobile: [Mobile Number]
- (Hereinafter referred to as the "Investor" or "Subscriber", which expression shall, unless repugnant to the context or meaning thereof, include its/his/her successors, executors, administrators, and assigns)
OF THE SECOND PART
The Company and the Investor are hereinafter collectively referred to as the "Parties" and individually as a "Party".
WHEREAS:
A. The Company is engaged in the business of [brief business description] and is duly authorized to issue Compulsorily Convertible Preference Shares (CCPS).
B. The Board of Directors of the Company, vide resolution dated [Insert Date], has approved the issuance of up to 2,00,00,000 (Two Crore) CCPS of face value ₹1 (Rupee One) each at par, aggregating up to ₹2,00,00,000 (Rupees Two Crore only) on private placement basis, subject to shareholders' approval.
C. The shareholders of the Company, vide Special Resolution passed at the Extra-Ordinary General Meeting held on [Insert Date], have approved the issuance of CCPS on the terms and conditions set forth herein.
D. The Company has offered [Number of CCPS] CCPS to the Investor vide Private Placement Offer Letter dated [Insert Date] in Form PAS-4.
E. The Investor has accepted the offer and agreed to subscribe to [Number of CCPS] CCPS for a total consideration of ₹[Amount] (Rupees [Amount in Words]) on the terms and conditions contained in this Agreement.
F. The Company and the Investor now wish to record the terms and conditions governing the subscription and allotment of CCPS.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1: DEFINITIONS AND INTERPRETATION
1.1 Definitions
Unless the context otherwise requires, the following terms shall have the meanings set forth below:
"Act" means the Companies Act, 2013, as amended from time to time, including any statutory modification or re-enactment thereof.
"Affiliate" means, with respect to any person, any other person directly or indirectly controlling, controlled by, or under common control with such person.
"Allotment Date" means the date on which the CCPS are allotted by the Board of Directors to the Investor.
"Articles" means the Articles of Association of the Company, as amended from time to time.
"Business Day" means a day (other than a Saturday, Sunday, or public holiday) on which commercial banks are open for general business in Palani, Tamil Nadu, India.
"CCPS" means the Compulsorily Convertible Preference Shares of face value ₹1 each issued by the Company to the Investor under this Agreement.
"Conversion Date" means the date on which the CCPS are converted into Equity Shares in accordance with Article 5.
"Conversion Multiplier" means the multiplier applicable to the Investor's subscription as per the tiered structure set out in Article 5.3.
"Conversion Price" means the price per Equity Share at which CCPS will convert, calculated in accordance with Article 5.2.
"Conversion Trigger" means any event listed in Article 5.4 that requires or permits conversion of CCPS.
"Discount Rate" means 30% (thirty percent).
"Equity Shares" means the equity shares of face value ₹1 each of the Company.
"FEMA" means the Foreign Exchange Management Act, 1999 and rules made thereunder, as amended from time to time.
"Liquidation Event" means voluntary or involuntary liquidation, dissolution, or winding up of the Company.
"Liquidity Event" means an Initial Public Offering (IPO), acquisition, merger, or consolidation resulting in a change of control of the Company.
"Qualified Financing" means a bona fide transaction or series of transactions in which the Company issues and sells Equity Shares for cash with the principal purpose of raising capital, resulting in:
- Aggregate gross proceeds to the Company of at least ₹10,00,00,000 (Rupees Ten Crore); AND
- A pre-money valuation of at least ₹100,00,00,000 (Rupees One Hundred Crore)
"RBI" means the Reserve Bank of India.
"Subscription Amount" means ₹[Amount] (Rupees [Amount in Words]) being the aggregate consideration payable by the Investor for [Number] CCPS.
"Valuation Cap" means ₹100,00,00,000 (Rupees One Hundred Crore).
1.2 Interpretation
1.2.1 References to Articles and Schedules are to articles of and schedules to this Agreement.
1.2.2 Headings are for convenience only and do not affect interpretation.
1.2.3 Words importing the singular include the plural and vice versa.
1.2.4 References to statutory provisions include amendments and re-enactments.
1.2.5 "Including" means "including without limitation".
ARTICLE 2: SUBSCRIPTION AND ALLOTMENT
2.1 Subscription
The Investor hereby agrees to subscribe to [Number of CCPS] CCPS of face value ₹1 (Rupee One) each at par, for an aggregate consideration of ₹[Amount] (Rupees [Amount in Words]).
2.2 Payment
2.2.1 The Investor shall pay the Subscription Amount within 15 (fifteen) days from the date of receipt of the Private Placement Offer Letter (Form PAS-4).
2.2.2 Payment shall be made by RTGS/NEFT to the following bank account of the Company:
| Bank Details | |
|---|---|
| Account Name | OX Agry Private Limited |
| Bank Name | [Insert Bank Name] |
| Branch | [Insert Branch] |
| Account Number | [Insert Account Number] |
| IFSC Code | [Insert IFSC Code] |
| Account Type | Current Account |
2.2.3 The Investor shall send proof of payment to investments@oxagry.com immediately after making the payment.
2.3 Allotment
2.3.1 Subject to receipt of the Subscription Amount, the Board of Directors shall allot the CCPS to the Investor within 30 (thirty) days from the date of receipt of payment.
2.3.2 The CCPS shall be allotted as fully paid-up shares.
2.3.3 Upon allotment, the Company shall:
- Issue a Letter of Allotment to the Investor
- Update the Register of Members
- Issue share certificates (physical or dematerialized) within 2 (two) months
2.4 Tranche Allocation
2.4.1 The Investor's subscription shall be allocated to tranches on a first-come, first-served basis across the total ₹2 Crore CCPS pool.
2.4.2 The applicable Conversion Multiplier shall be determined based on the tranche(s) to which the subscription is allocated as per Article 5.3.
ARTICLE 3: TERMS AND CONDITIONS OF CCPS
3.1 Face Value and Issue Price
- Face Value: ₹1 (Rupee One) per CCPS
- Issue Price: ₹1 (Rupee One) per CCPS (at par, without premium)
3.2 Dividend Rights
3.2.1 The CCPS shall carry a preferential right to dividend at the rate of 0.001% (zero point zero zero one percent) per annum on the face value, non-cumulative.
3.2.2 Dividend shall be payable at the discretion of the Board of Directors, subject to availability of distributable profits.
3.2.3 CCPS holders shall have priority over Equity Shareholders for payment of dividend.
3.3 Voting Rights
3.3.1 The CCPS shall carry voting rights as per Section 47(2) of the Companies Act, 2013.
3.3.2 CCPS holders shall have the right to vote on:
- Any resolution placed before the Company which directly affects the rights attached to CCPS
- Any resolution for winding up of the Company
- Repayment or reduction of equity or preference share capital
- Any resolution where dividend in respect of CCPS is in arrears for an aggregate period of two years or more
3.3.3 Upon conversion to Equity Shares, voting rights shall be 1 (one) vote per share.
3.4 Right to Participate in Surplus
The CCPS shall be non-participating in surplus assets and profits of the Company beyond the Liquidation Preference set out in Article 6.
3.5 Transferability
3.5.1 The CCPS shall be transferable, subject to:
- Compliance with the Articles of Association
- Right of First Refusal (ROFR) to the Company and existing shareholders
- Prior written approval of the Board of Directors
- Compliance with FEMA regulations (if transferee is a non-resident)
3.5.2 Transfers to Affiliates of the Investor shall not require ROFR or Board approval.
ARTICLE 4: COMPULSORY CONVERSION
4.1 Compulsory Conversion
The CCPS are compulsorily convertible into Equity Shares and shall convert in accordance with the terms set out in this Article 4 and Article 5.
4.2 Conversion Period
The CCPS shall convert into Equity Shares within a maximum period of 20 (twenty) years from the date of allotment, subject to earlier conversion upon a Conversion Trigger.
ARTICLE 5: CONVERSION TERMS
5.1 Conversion Mechanism - Valuation Cap with Discount
The CCPS shall convert into Equity Shares at a Conversion Price calculated using the better of the Valuation Cap or the Discount Rate, whichever provides more Equity Shares to the Investor.
5.2 Conversion Price Calculation
Conversion Price = LOWER of:
A. Cap Price:
Cap Price = Valuation Cap / Pre-Conversion Equity Shares
Cap Price = ₹100,00,00,000 / 1,00,000 = ₹10,000 per Equity Share
B. Discounted Price:
Discounted Price = (Future Round Valuation × 70%) / Pre-Conversion Equity Shares
Discounted Price = (Future Round Valuation × 0.70) / 1,00,000
Where:
- Pre-Conversion Equity Shares means the total number of Equity Shares outstanding immediately before conversion (currently 1,00,000 shares)
- Future Round Valuation means the pre-money valuation in the Qualified Financing round
5.3 Conversion Multiplier (Tiered Bonus Structure)
The number of Equity Shares received upon conversion shall be further enhanced by a Conversion Multiplier based on when the Investor's subscription was received (first-come, first-served):
| Tranche | Investment Level | Conversion Multiplier |
|---|---|---|
| Tranche 1 | First ₹50,00,000 | 1.5x |
| Tranche 2 | Next ₹50,00,000 | 1.33x |
| Tranche 3 | Final ₹1,00,00,000 | 1.25x |
Note: Tranche allocation is across the entire ₹2 Crore CCPS pool, not per investor. Early investors receive better multipliers.
5.4 Number of Equity Shares on Conversion
Formula:
Equity Shares = (Subscription Amount / Conversion Price) × Conversion Multiplier
Example:
- Subscription Amount: ₹1,00,000
- Conversion Price: ₹10,000 (cap applied)
- Conversion Multiplier: 1.5x (Tranche 1)
- Equity Shares = (₹1,00,000 / ₹10,000) × 1.5 = 15 Equity Shares
5.5 Conversion Triggers
The CCPS shall convert into Equity Shares upon the occurrence of any of the following Conversion Triggers:
A. Qualified Financing
- Conversion shall occur within 30 (thirty) days from the closing of the Qualified Financing round
B. Liquidity Event
- Conversion shall occur immediately before the consummation of the Liquidity Event
C. Deadline Conversion
- If no Qualified Financing or Liquidity Event occurs by December 31, 2027, conversion shall be completed within 90 (ninety) days (by March 31, 2028)
- Valuation shall be determined by an IBBI-registered valuer, SEBI-registered Category-I merchant banker, or qualified Chartered Accountant
- Conversion Price shall be calculated using the professional valuation with the 30% discount OR the Valuation Cap, whichever is better for the Investor
5.6 Delay Penalty
5.6.1 If conversion is not completed by March 31, 2028, penalty interest of 12% per annum (simple interest) shall accrue on the Subscription Amount.
5.6.2 Penalty interest shall accrue from April 1, 2028 until the date of conversion.
5.6.3 The penalty amount shall be added to the Subscription Amount for the purpose of calculating the number of Equity Shares to be issued.
Example:
Subscription Amount: ₹1,00,000
Penalty (1 year delay): ₹1,00,000 × 12% × 1 = ₹12,000
Total Conversion Value: ₹1,12,000
5.7 Conversion Process
5.7.1 The Company shall send a Conversion Notice to the Investor at least 15 (fifteen) days before the Conversion Date.
5.7.2 The Conversion Notice shall specify:
- The Conversion Trigger
- The Conversion Price
- The Conversion Multiplier applicable
- The number of Equity Shares to be issued
- The Conversion Date
- Instructions for surrender of CCPS certificates (if physical)
5.7.3 On the Conversion Date:
- CCPS shall automatically convert into Equity Shares
- The Company shall update the Register of Members
- Equity Share certificates shall be issued within 2 (two) months
5.7.4 The Investor shall surrender the CCPS certificates (if physical) within 30 (thirty) days of the Conversion Date.
5.8 Anti-Dilution Adjustments
The Conversion Price and the number of Equity Shares issuable upon conversion shall be automatically adjusted to give effect to the following corporate actions:
A. Stock Split / Share Subdivision
- Conversion Price shall be proportionately reduced
- Example: 1:2 stock split → Conversion Price reduced by 50%
B. Share Consolidation / Reverse Split
- Conversion Price shall be proportionately increased
- Example: 2:1 reverse split → Conversion Price doubled
C. Bonus Issue
- Number of Equity Shares issuable shall be proportionately increased
- Example: 1:1 bonus → 2x Equity Shares on conversion
D. Rights Issue
- Conversion Price shall be adjusted using the formula:
Adjusted Conversion Price = Original Conversion Price × (Market Price / Ex-Rights Price)
5.8.1 The Company shall notify the Investor of any adjustment within 15 (fifteen) days of the corporate action.
5.8.2 Adjustments shall preserve the economic value of the CCPS without increasing it.
5.9 One-Time Conversion
The conversion of CCPS into Equity Shares shall be a one-time event. Once converted, the Investor shall hold Equity Shares with standard rights and obligations.
5.10 Post-Conversion Rights
5.10.1 Upon conversion, all special rights, preferences, and privileges attached to CCPS shall terminate.
5.10.2 The converted Equity Shares shall have the same rights, privileges, and obligations as other Equity Shares, including:
- Dividend rights (subject to declaration)
- Voting rights (1 share = 1 vote)
- Right to attend and vote at general meetings
- Right to participate in surplus assets on winding up (pari passu with other equity shareholders)
5.10.3 The Investor acknowledges that the Company may implement Differential Voting Rights (DVR) for founder shares in the future, subject to eligibility under the Act.
ARTICLE 6: LIQUIDATION PREFERENCE
6.1 Priority on Liquidation
In the event of any Liquidation Event, whether voluntary or involuntary, the CCPS shall not convert into Equity Shares. Instead, CCPS holders shall have a preferential right to receive the Liquidation Preference before any payment or distribution is made to Equity Shareholders.
6.2 Liquidation Preference Amount
The Liquidation Preference for each CCPS holder shall be:
Liquidation Preference = Subscription Amount + (Subscription Amount × 18% × Number of Years)
Where:
- Subscription Amount is the amount invested by the CCPS holder
- 18% is the simple interest rate per annum
- Number of Years is calculated from the Allotment Date to the date of commencement of winding up (rounded up to the nearest quarter)
Example (₹1 Lakh invested for 2 years):
Subscription Amount: ₹1,00,000
Interest: ₹1,00,000 × 18% × 2 = ₹36,000
Liquidation Preference: ₹1,36,000
6.3 Payment Waterfall
In a Liquidation Event, the proceeds and assets of the Company shall be distributed in the following order of priority:
- Insolvency resolution costs and expenses
- Workmen dues (24 months) + Secured creditors (pari passu)
- Employee dues (12 months)
- Government dues (taxes - 2 years)
- Unsecured creditors
- CCPS Holders (Preference Shareholders) ← Investor ranks here
- Equity Shareholders (Founders and others)
6.4 Insufficient Assets
6.4.1 If the assets available for distribution are insufficient to pay the full Liquidation Preference to all CCPS holders, the available assets shall be distributed pari passu (pro-rata) among all CCPS holders in proportion to their respective Liquidation Preference amounts.
6.4.2 If assets are insufficient to pay creditors ranking senior to CCPS holders (as per the waterfall in Article 6.3), CCPS holders may receive partial payment or no payment.
6.5 Non-Participating Preference
The CCPS holders shall have non-participating preference, meaning they must choose between:
Option A: Receive the Liquidation Preference amount, OR Option B: Convert CCPS to Equity Shares and participate pari passu with other Equity Shareholders in the distribution of remaining assets
The CCPS holder may elect whichever option provides greater value.
ARTICLE 7: INVESTOR RIGHTS
7.1 Information Rights
7.1.1 The Company shall provide the Investor with:
- Quarterly investor calls with management (or quarterly business updates via email)
- Annual audited financial statements within 180 days of financial year-end
- Annual business plan and budget (upon request)
- Material updates on business developments, fundraising, and corporate actions
7.1.2 Information rights shall continue until the earlier of:
- Conversion of all CCPS into Equity Shares
- Transfer of all CCPS to a third party
- Liquidation Event
7.2 Pro-Rata Participation Rights
7.2.1 The Investor shall have the right (but not the obligation) to participate in future equity financing rounds on a pro-rata basis to maintain their ownership percentage.
7.2.2 The Investor may participate up to 2 times their pro-rata share.
7.2.3 The Company shall notify the Investor of any proposed equity financing at least 15 (fifteen) days before closing, providing:
- Terms of the financing
- Investor's pro-rata entitlement
- Deadline for acceptance
7.2.4 This right shall terminate upon an IPO or Liquidity Event.
7.3 Tag-Along Rights
7.3.1 If any founder or promoter proposes to sell Equity Shares to a third party, the Investor shall have the right to participate in such sale on the same terms and conditions (tag-along right).
7.3.2 The selling founder shall notify the Investor at least 30 (thirty) days before the proposed sale.
7.3.3 The Investor may sell a pro-rata portion of their shareholding (post-conversion) in the tag-along sale.
7.4 Drag-Along Rights
7.4.1 If the holders of at least 75% of the voting share capital approve a sale of the Company to a third party, all shareholders (including the Investor) shall be obligated to participate in such sale on the same terms.
7.4.2 The Company shall provide at least 30 (thirty) days' notice of any drag-along event.
7.5 Right of First Refusal (ROFR)
7.5.1 If any shareholder proposes to transfer their shares, the Company and existing shareholders (including the Investor, post-conversion) shall have a right of first refusal.
7.5.2 The proposing seller shall notify all shareholders of the proposed terms.
7.5.3 The Company and shareholders shall have 30 (thirty) days to exercise the ROFR.
7.5.4 ROFR shall not apply to:
- Transfers to Affiliates
- Transfers pursuant to tag-along or drag-along rights
- Transfers in an IPO or Liquidity Event
ARTICLE 8: USE OF FUNDS
8.1 Allocation
The Company shall utilize the funds raised through this CCPS issuance for the following purposes:
| Allocation | Percentage | Purpose |
|---|---|---|
| Operations | 50% | Team expansion, infrastructure, market scaling |
| Technology | 35% | R&D, digital platform enhancement, new features |
| Marketing | 10% | Customer acquisition, brand building |
| Reserves | 5% | Working capital and contingencies |
8.2 Modifications
The Board may, at its discretion, modify the above allocation by up to 15% in any category based on business requirements, provided:
- Such changes are in the best interest of the Company
- The overall purpose of fund utilization remains unchanged
- Material changes (>15% reallocation) shall be communicated to investors
ARTICLE 9: REPRESENTATIONS AND WARRANTIES
9.1 Representations by the Company
The Company represents and warrants to the Investor that:
9.1.1 Corporate Existence: The Company is duly incorporated, validly existing, and in good standing under the laws of India.
9.1.2 Authority: The Company has full corporate power and authority to execute, deliver, and perform this Agreement.
9.1.3 Due Authorization: This Agreement has been duly authorized by the Board and shareholders, and constitutes a valid and binding obligation.
9.1.4 No Conflict: The execution and performance of this Agreement does not violate:
- The Memorandum or Articles of Association
- Any law, regulation, or court order
- Any agreement to which the Company is a party
9.1.5 Authorized Capital: The Company has sufficient authorized share capital to issue the CCPS and the Equity Shares issuable upon conversion.
9.1.6 Compliance: The Company is in compliance with all applicable laws and has filed all required returns with ROC and other regulatory authorities.
9.1.7 No Liens: The CCPS, when issued, will be free from all liens, charges, encumbrances, and adverse claims.
9.1.8 Financial Statements: The financial statements provided to the Investor (if any) are true, accurate, and prepared in accordance with applicable accounting standards.
9.1.9 No Litigation: There is no pending or threatened litigation, arbitration, or regulatory action against the Company that would materially affect its business or financial condition.
9.1.10 FEMA Compliance: The issuance of CCPS complies with FEMA and RBI regulations.
9.2 Representations by the Investor
The Investor represents and warrants to the Company that:
9.2.1 Capacity: The Investor has full legal capacity and authority to execute, deliver, and perform this Agreement.
9.2.2 Due Authorization: This Agreement constitutes a valid and binding obligation of the Investor.
9.2.3 Source of Funds: The Subscription Amount is from legitimate sources and does not involve any proceeds of crime or money laundering.
9.2.4 Investment Purpose: The Investor is subscribing to the CCPS for investment purposes and not with a view to immediate resale or distribution.
9.2.5 Risk Acknowledgment: The Investor understands that investment in CCPS involves high risk and the value of the investment may decline.
9.2.6 Independent Assessment: The Investor has conducted their own due diligence and is not relying solely on representations by the Company.
9.2.7 Compliance with Laws: The subscription and holding of CCPS complies with all applicable laws.
9.2.8 FEMA Status (if applicable): If the Investor is a non-resident, they have disclosed their FEMA status and the subscription complies with FEMA regulations.
9.3 Survival
The representations and warranties in this Article 9 shall survive the execution of this Agreement and the allotment of CCPS.
ARTICLE 10: COVENANTS
10.1 Affirmative Covenants by the Company
The Company covenants and agrees that, until conversion of all CCPS, it shall:
10.1.1 Maintain Corporate Existence: Maintain its corporate existence and good standing.
10.1.2 Compliance: Comply with all applicable laws, regulations, and regulatory requirements.
10.1.3 Filing and Reporting: File all required returns and documents with ROC, RBI, and other authorities on time.
10.1.4 Books and Records: Maintain proper books of accounts and corporate records.
10.1.5 Insurance: Maintain adequate insurance coverage for its business and assets.
10.1.6 Taxes: Pay all taxes and statutory dues when due.
10.1.7 Informed Consent: Not take any action that materially affects the rights of CCPS holders without prior written consent of holders of at least 75% of the CCPS.
10.2 Negative Covenants by the Company
The Company covenants and agrees that, without prior written consent of holders of at least 75% of the CCPS, it shall not:
10.2.1 Change of Business: Make any material change in the nature of business.
10.2.2 Dividends to Equity: Declare or pay dividends to Equity Shareholders if CCPS dividends (even if nominal) are in arrears.
10.2.3 Asset Sale: Sell, transfer, or dispose of all or substantially all of its assets.
10.2.4 Merger/Amalgamation: Enter into any merger, amalgamation, or consolidation (except Liquidity Events that trigger conversion).
10.2.5 Related Party Transactions: Enter into material related party transactions on terms that are not at arm's length.
10.2.6 Borrowings: Incur debt exceeding ₹50,00,000 (Rupees Fifty Lakh) in aggregate (excluding working capital facilities in the ordinary course).
10.2.7 Amendments: Amend the Memorandum or Articles in a manner that adversely affects CCPS holders' rights.
ARTICLE 11: CONFIDENTIALITY
11.1 Confidential Information
Each Party agrees to keep confidential all non-public information received from the other Party in connection with this Agreement ("Confidential Information").
11.2 Exceptions
Confidential Information does not include information that:
- Is publicly available through no fault of the receiving Party
- Was known to the receiving Party before disclosure
- Is independently developed by the receiving Party
- Is required to be disclosed by law, regulation, or court order
11.3 Permitted Disclosures
The Investor may disclose Confidential Information to:
- Professional advisors (lawyers, accountants, tax advisors) under confidentiality obligations
- Affiliates, partners, or co-investors (with prior consent of the Company)
- Regulatory authorities or tax authorities as required by law
11.4 Return of Information
Upon request by the Company, the Investor shall return or destroy all Confidential Information (except as required for legal or regulatory purposes).
ARTICLE 12: NOTICES
12.1 Mode of Notice
All notices, requests, demands, and other communications under this Agreement shall be in writing and delivered by:
- Personal delivery
- Registered post with acknowledgment due
- Courier service
- Email (with read receipt)
12.2 Addresses
To the Company: OX Agry Private Limited 105, South Anna Nagar, Dindigul Road Palani - 624601, Tamil Nadu, India Email: investments@oxagry.com Attention: Managing Director
To the Investor: [Investor Name] [Address] Email: [Email] Attention: [Contact Person]
12.3 Effective Date
Notices shall be deemed delivered:
- If by personal delivery: on the date of delivery
- If by registered post: 7 (seven) days after posting
- If by courier: on the date of delivery confirmation
- If by email: on the date of transmission (if sent before 5:00 PM IST on a Business Day; otherwise, the next Business Day)
12.4 Change of Address
Either Party may change its address for notices by giving written notice to the other Party.
ARTICLE 13: GENERAL PROVISIONS
13.1 Entire Agreement
This Agreement, together with the Articles and any Schedules, constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements.
13.2 Amendments
This Agreement may be amended only by written agreement signed by both Parties.
13.3 Waiver
No waiver of any provision shall be effective unless in writing. Waiver of any breach shall not constitute waiver of any subsequent breach.
13.4 Severability
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13.5 Binding Effect
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
13.6 Assignment
13.6.1 The Investor may assign this Agreement to an Affiliate with prior written notice to the Company.
13.6.2 The Company may not assign this Agreement without prior written consent of the Investor.
13.7 Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original.
13.8 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of India.
13.9 Jurisdiction
The courts at Dindigul, Tamil Nadu, India shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement.
13.10 Dispute Resolution
13.10.1 The Parties shall first attempt to resolve any dispute through good faith negotiations for a period of 30 (thirty) days.
13.10.2 If not resolved, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996.
13.10.3 The arbitration shall be conducted by a sole arbitrator mutually appointed by the Parties.
13.10.4 The seat of arbitration shall be Dindigul, Tamil Nadu, India.
13.10.5 The language of arbitration shall be English.
13.10.6 The arbitral award shall be final and binding.
13.11 Costs and Expenses
Each Party shall bear its own costs and expenses in connection with this Agreement, including legal fees.
13.12 Further Assurances
Each Party shall execute and deliver such further documents and take such further actions as may be reasonably required to give effect to this Agreement.
ARTICLE 14: INVESTOR ACKNOWLEDGMENTS
The Investor acknowledges and agrees that:
14.1 High Risk Investment: Investment in CCPS is high risk and suitable only for investors who can afford to lose their entire investment.
14.2 No Guarantee: There is no guarantee of returns, conversion value, or exit.
14.3 Illiquidity: CCPS are illiquid and may not be easily transferable or saleable.
14.4 Dilution: The Investor's ownership may be diluted in future financing rounds.
14.5 DVR Possibility: The Company may implement Differential Voting Rights (DVR) for founder shares in the future, which may reduce the Investor's voting power relative to economic ownership.
14.6 Independent Decision: The Investor has made an independent investment decision and is not relying solely on statements by the Company.
14.7 Due Diligence: The Investor has conducted adequate due diligence or chosen to proceed without it.
14.8 Professional Advice: The Investor has been advised to consult legal, tax, and financial advisors.
14.9 Forward-Looking Statements: Any projections or forward-looking statements are estimates and actual results may differ materially.
14.10 Regulatory Changes: Changes in laws or regulations may affect the terms, conversion, or value of CCPS.
ARTICLE 15: FEMA COMPLIANCE (If Investor is Non-Resident)
[Note: Include this Article only if the Investor is a Non-Resident Indian (NRI), Foreign Portfolio Investor (FPI), or other foreign investor]
15.1 FEMA Representations
The Investor represents that:
15.1.1 The subscription to CCPS complies with the Foreign Exchange Management (Non-debt Instruments) Rules, 2019.
15.1.2 The Investor has provided all information required under FEMA.
15.1.3 The business sector of the Company is eligible for foreign investment.
15.2 Pricing Compliance
The issue price of CCPS complies with the pricing guidelines issued by RBI (if CCPS are classified as equity for FEMA purposes).
15.3 Reporting Obligations
15.3.1 The Company shall file Form FC-GPR with RBI within 30 (thirty) days of receipt of the Subscription Amount.
15.3.2 Upon conversion, the Company shall file necessary intimation with RBI.
15.3.3 The Company shall comply with all FEMA reporting requirements.
15.4 Repatriation Rights
The Investor shall have the right to repatriate:
- Sale proceeds of CCPS or converted Equity Shares
- Dividends (if any)
- Liquidation proceeds
Subject to compliance with RBI regulations and applicable taxes.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written.
SIGNED AND DELIVERED
FOR OX AGRY PRIVATE LIMITED
____________________________ Vijay Maniraj Managing Director DIN: [Insert DIN]
Place: Palani Date:
____________________________ Maniraj Karuppusamy Director DIN: [Insert DIN]
Place: Palani Date:
Company Seal:
FOR [INVESTOR NAME]
____________________________ [Investor Name / Authorized Signatory] [Designation, if applicable] PAN: [PAN Number]
Place: Date:
WITNESSES:
Witness 1:
Signature: ____________________ Name: Address: Occupation:
Witness 2:
Signature: ____________________ Name: Address: Occupation:
END OF AGREEMENT
SCHEDULE A: LIST OF DOCUMENTS
The following documents are attached and form part of this Agreement:
- Copy of Board Resolution approving CCPS issuance
- Copy of Shareholder Resolution approving CCPS issuance
- Private Placement Offer Letter (Form PAS-4)
- Certificate of Incorporation of the Company
- Articles of Association of the Company
- [Valuation Report, if applicable]
- [KYC documents of the Investor]
- [Other documents as applicable]
Note: This is a template. Please fill in all bracketed information and have this document reviewed by qualified legal counsel before execution. This template is for informational purposes only and does not constitute legal advice.