Clause bank, FEMA-compliant exit, protection and conversion wording for non-resident investors

For insertion in shareholders' agreements, share subscription agreements and CCPS / CCD terms. "FEMA Pricing Guidelines" means Rule 21 of the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 as in force on the relevant date. Each clause applies only where a party is a person resident outside India. Adapt the defined terms to the document.

1. Put option (after lock-in, at fair value)

"At any time after the expiry of [one year / __ years] from the date of allotment of the Investor Shares, the Investor may, by written notice, require [the Promoters / a person nominated by the Company, other than the Company] to purchase all or part of the Investor Shares at a price per share equal to the fair value on the date of the notice, determined in accordance with the FEMA Pricing Guidelines by a [chartered accountant] jointly appointed by the parties (or, failing agreement within 15 days, appointed by [Body that appoints the valuer if parties do not agree]). Nothing in this Agreement entitles the Investor to any assured return, guaranteed price, minimum price or minimum multiple on the exercise of this option, and no party is obliged to make good any shortfall between that fair value and any amount invested."