Binding Term Sheet between Braiin Ltd and TWCC VIC Pty Ltd

Exhibit 10.10

Binding Term Sheet between Braiin Ltd and TWCC VIC Pty Ltd

The intent of this Term Sheet is to describe the key terms of the proposed loan arrangement (the “Transaction”) between Braiin Ltd/Braiin Holdings (the “Issuer”) and TWCC VIC Pty Ltd (the “Lender”) (collectively, the “Parties”)

This Term Sheet represents a legally binding offer made by the Lender, outlining the key terms and conditions agreed upon by both parties. All provisions stated in this Term Sheet will be incorporated and formalized into the relevant definitive agreements, which will govern the relationship between the parties. The definitive documents will serve as the final and enforceable contracts, superseding any preliminary discussions or agreements. Once executed, these definitive documents will fully implement the terms and conditions outlined in this Term Sheet

Particulars		Description
Lender		TWCC VIC Pty Ltd
Instrument		Unlisted, Secured Non-Convertible Debentures
Promoter		▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
Issuer		Braiin Limited / Braiin Holdings
Target		VIS Networks
Facility		Up to $14.4mn
		●	for targets acquisition $12mn
		●	towards repayments of lenders of commercial properties $2.4mn
Background		Braiin group is in the process of acquiring the Target(VIS Networks) at an approximate consideration of approx. USD $ 56.57 mn for acquiring 79.7% equity stake of the Target. The same is expected to financed as under :
		1.	Cash consideration of USD 12mn AND
		2.	Stock consideration of USD 44.57mn

End Use			●	The Facility shall be utilized towards acquisition of 79.7% shares of VIS Networks
			●	To repay mortgage loan on commercial properties owned by the Target

Tenor		4 years with a put and call option at end of 36 months and any time thereafter.
Moratorium		15 months principal moratorium from the date of disbursement or merger of the issuer and Targets whichever is earliest.
Repayment		The principal amount of the Facility shall be repaid in monthly instalments after the moratorium period.

Pricing		Coupon: 14% per annum
		Coupon frequency: monthly
		The company will pay additional redemption premium at the time of final maturity, as detailed out in the loan schedules in the annexures 1 & 2, basis the following:
		Additional Redemption Premium = {5%} of Increase in Valuation of Targets
		Increase in Valuation of targets = Exit Valuation – Entry Valuation
		Entry Valuation*= Acquisition Enterprise Value = EBIDTA of Targets at the time of acquisition 606 million X Entry EV/EBIDTA of 10x = Indian Rupees 6.06 billion
		Exit valuation* = Implied valuation of Targets at the time of Final maturity of this facility = Trailing Twelve Month EBIDTA of targets at the time of final maturity X Exit EV/EBIDTA multiple.
		Exit EV/EBIDTA* = any multiple at which the Targets raised equity after Investor’s funding or Entry EV/EBIDTA multiple whichever is higher.
		* EBIDTA of the Target at the time of acquisition $7mn
		EV at the time of acquisition considered as $59.3
		Fx at the time of acquisition considered as Rs.84 / dollar
Upfront and		Not Applicable

Commitment Fees
Cap on Investor IRR (%)			The overall IRR payable by the Issuer to the Investor (including all charges i.e. interest, upfront fee, redemption premium, additional redemption premium, prepayment penalties, etc. shall not exceed 23% (twenty three percent)
Security			Pre-Merger
		-	Pledge of 100% shares of the Issuer and Targets
		-	First and exclusive charge over all assets of the Issuer
		-	Corporate Guarantees from the Targets secured by Pari-Passu charge over fixed and current assets
		-	Exclusive charge over commercial properties owned by the targets
		-	Corporate Guarantees from the US listed Entity and any other material Group entities subject to extant regulations
			Post-Merger
		-	Pledge of 100% shares of the consolidated merged entities
		-	Pari-Passu charge over all assets of the merged entities
		-	Exclusive charge over commercial properties owned by the targets
		-	Corporate Guarantees from the US listed Entity and any other material Group entities subject to extant regulations
Make Whole		18 months
Put / Call Option		Investor will have Put Option at the end of 36 months from the date of disbursement and anytime thereafter.
		Issuer will have Call Option during the Lock-in Period, subject to Make-whole.
Other key conditions		-	No new financial indebtedness, equity or other capital raise, asset purchase or sale or any other share encumbrance at Issuer and Target level
		-	No direct or indirect change in the shareholding (on a fully diluted basis) of the Issuer and Target
		-	ICD or shareholder or related party loans to be subordinated to this facility
		-	Mutually agreed controls on related party transactions.
		-	The Issuer / Target to share MIS and financial statements regularly with Investor (the format of MIS and frequency of sharing information to be agreed with Investor).
		-	Standard affirmative and negative covenants.
		-	Financial covenants for the Issuer Group to be finalised post diligence and assessment of business plan (debt / EBITDA, debt / net worth, working capital days, minimum net worth, annual capital expenditure, etc.).
		-	Any other conditions based on satisfactory financial, tax, and legal diligence by the Investor.
Costs		-	All costs of transaction including diligence, documentation, and stamp duty to be borne by the Issuer. Investor can work with updated vendor diligence reports to minimize cost for the Issuer.
Confidentiality		-	The Issuer agrees and confirm, for a period of three months from the date hereof, it shall not disclose, or otherwise communicate, whether directly or indirectly, the contents of the Head of Terms to any third party or competitor of the Investor.
Validity and Exclusivity		Validity: Up to 30 June, 2025. Exclusivity: 60 days post signing of this Head of Terms

Braiin Holdings Ltd
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇			/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name:	▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇		Name:	▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title:	Authorised Signatory		Title:	Authorised Signatory
Date:	11 March 25		Date:	11 March 25

Annexure 1 - Loan 1 Schedule - Cash payment towards acquisition of VIS

VIS Exit Valuation (USD mn)
	80		100		120		140		160		180
	17.98%		19.70%		21.33%		22.86%		24.33%		25.72%

Annexure 2 - Loan 2 Schedule - Repayment for existing loans