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1. MAK ASSET MANAGEMENT LTD.
CONVERTIBLE DEBT TERM SHEET
This is a summary of the principal terms of a financing (the “Financing”) of MAK Asset Management
Ltd., a fund management company (the “Company”). This term sheet is an expression of intent only,
does not express the agreement of the parties, is not meant to be binding on the parties, and is
meant to be used as a negotiation aid by the parties. The parties do not intend to be bound until
they enter into conclusive agreements regarding the subject matter of this term sheet.
Financing Terms
Issuer:
MAK Asset Management Ltd. (the “Company”)
Financing Amount:
Maximum of $250,000
Closing:
The Company may close the sale of the Notes (as defined
below) in multiple closings to such Lenders as may be
approved by the Company. The initial closing is anticipated
to on or around February 6, 2014.
Terms of Debts
Promissory Notes (“Notes”):
The Company shall issue Debt certificates in exchange for
amounts loaned by the Lenders.
Maturity: Principal and unpaid accrued interest on the Debt
shall be due and payable upon demand of a majority in
interest of the Lenders following the date that is 24 months
following the issuance of each such Note (the “Maturity
Date”).
Interest: Interest shall accrue on an annual basis at the rate
of 5% per annum, compounded annually.
Acquisition: If the Company is acquired prior to the Next
Equity Financing, the Debt may, at the Investor’s election
either convert to Common Stock immediately prior to the
consummation of the acquisition at the Cap or be repaid in
full.
Pre-Payment: The principal and accrued interest may not
be prepaid without the approval of a majority in interest of
the Lenders.
Subordination: The Notes will be subordinate in right of
payment to all current and future certain indebtedness to
banks and other financial institutions.

2. Security Interest: The security is secured and shall be equity
and Director’s guarantee
Offering Mechanics
Purchase Agreement:
The loans will be made pursuant to a Note Purchase
Agreement prepared by the Company’s legal counsel,
Kyidom Chambers, Accra, Ghana.
Expenses:
The Company and Lenders will each bear their own legal
and other expenses with respect to the financing.