THIS INVESTMENT AGREEMENT is entered into on 22 August 2023

Between

XYZ whose principal place of business is at Hyderabad, Telangana, India

(the "Company")

AND

ABC whose principal place of business is at Hyderabad, Telangana, India

(the "Investor") and

WHEREAS XYZ is a company limited by shares incorporated

in________________________________________________________

WHEREAS The Investor has agreed to subscribe for shares in the capital of
the Company on, and subject to, the terms of this Agreement.

WHEREAS This Agreement contains the terms upon which the Investor has
agreed to invest in the Company and contains provisions governing the
future affairs of the Company that the Investor has agreed to implement.

WHEREAS The Investor shall invest Rs 100,000,000/- (“Investment

Amount”) in exchange for ____________ (number) of shares in the Company’s
stock for a stipulated period of 2 years, commencing from the date of
execution of this agreement ("Investment Period").

WHEREAS The investor shall be entitled to receive the return of the

Principal Amount, as well as a share of the profits amount to 36% of the net
profits generated by the company during the stipulated Investment Period
provided that he decides to continue the investment for the full 2-year
Investment.

WHEREAS The _________________________ (Company name) transferred to

the Investor all underlying intellectual property rights to particular assets
owned or used by the Company in connection with the provision of
[DESCRIPTION OF BUSINESS] pursuant to this agreement for the stipulated
time period.

IT IS HEREBY AGREED

1. INTERPRETATION
The definitions and rules of interpretation in this clause apply in this
agreement.
a. “Articles” means the new articles of association of the Company in
the agreed form to be adopted by the Company on or prior to
Completion.
b. “Board” means the board of directors of the Company as
constituted from time to time.
c. “Business Day” a day (other than a Saturday, Sunday or public
holiday) when clearing banks in the India are open for the
transaction of normal banking business.
d. “Completion” means completion by the parties of their respective
obligations under clause 3.
e. “Completion date” means the date of completion of obligations
under this agreement.
f. “Costs” means any liabilities, losses, damages, awards, costs
(including legal fees), claims and expenses.
g. “Encumbrances” means any mortgage, charge, security interest,
lien, pledge, assignment by way of security, equity claim, right of
pre-emption, option, covenant, restriction, reservation, lease, trust,
order, decree, judgment, title defect (including retention of title
claim), conflicting claim of ownership or any other encumbrance of
any nature whatsoever (whether or not perfected) other than liens
arising by operation of law.
 h. “Intellectual Property” means patents, rights to inventions, utility
models, copyright, trade marks, service marks, trade, business and
domain names, rights in trade dress or get-up, rights in goodwill or
to sue for passing off, unfair competition rights, rights in designs,
rights in computer software, database rights, topography rights,
moral rights, rights in confidential information (including know-
how and trade secrets) and any other intellectual property rights,
in each case whether registered or unregistered and including all
applications for and renewals or extensions of such rights, and all
similar or equivalent rights or forms of protection in any part of the
world.
i. “Investor Consent” means the prior written consent of the investor.

Words and expressions used in this Agreement shall have the meanings set
out in Interpretation, unless the context requires otherwise.

2. TERMS OF INVESTMENT
A. The investor shall invest a certain sum of money in the
company for a stipulated period of 2 years, commencing from
the date of execution of this agreement ("Investment Period").

B. During the Investment Period, the investor shall not be entitled

to withdraw or retrieve the invested amount or any profits
earned by the company unless otherwise expressly provided for
in this agreement.

C. Notwithstanding the above, the investor acknowledges and

agrees that the Investment Period may be extended at the
mutual agreement of both parties in writing. In the event of
such an extension, the terms and conditions of this agreement,
including the investor's entitlements and obligations, shall
continue to apply for the extended period.
 D. Any extension of the Investment Period shall be agreed upon in
writing between the investor and the company, specifying the
new duration of the extended period and any amendments, if
applicable, to the terms of this agreement.

E. It is expressly understood that any extension of the Investment

Period shall not release the investor from their obligations and
covenants under this agreement. The investor shall continue to
abide by all the terms and conditions of this agreement,
including any additional provisions that may be agreed upon
during the extension period.

F. In the event that no extension is agreed upon, the Investment

Period shall automatically expire at the end of 2 years from the
date of execution of this agreement, and the investor shall be
entitled to the return of the principal investment amount in
accordance with the terms provided herein.

G. The investor's entitlement to profits, as stated in Clause [E],

shall be applicable only if the investor chooses to continue the
investment for the full 2-year period, in accordance with the
terms set forth in this agreement.

3. INTELLECTUAL PROPERTY RIGHTS

A. The company acknowledges and agrees that all logos, trademarks,
trade secrets, business management information, client
information, transaction data, and any other intellectual property
owned or controlled by the company (collectively referred to as
"Intellectual Property") shall be exclusively owned by the company,
subject to the rights granted to the investor as stated herein.
B. The company hereby grants the investor a non-transferable, non-
exclusive, and limited license to use the Intellectual Property solely
for the purposes of the investment during the Investment Period.
 The investor shall not use the Intellectual Property for any other
purposes without obtaining prior written consent from the
company.
C. During the Investment Period, the investor shall have the right to
display and use the logos, trademarks, and trade secrets of the
company in connection with their investment activities and
promoting the company's business. The investor shall ensure that
such use is in accordance with the standards, guidelines, and
directions provided by the company.
D. The investor agrees that all Intellectual Property licensed to them
under this agreement shall remain the exclusive property of the
company. The investor shall not acquire any rights, title, or interest
in or to the Intellectual Property, except as expressly granted
herein.
E. The investor shall maintain the confidentiality of the trade secrets
and business management information obtained from the company
during the Investment Period. The investor shall not disclose such
information to any third party, except as may be required by law or
with the prior written consent of the company.
F. Upon the expiration or termination of the Investment Period, the
investor shall immediately cease using the Intellectual Property
and return any materials, documents, or records containing the
Intellectual Property to the company. The investor shall not retain
any copies or duplicates of the Intellectual Property.
G. The investor acknowledges that any unauthorized use,
reproduction, or disclosure of the Intellectual Property may result
in irreparable harm to the company. In the event of any breach of
this clause, the company shall be entitled to seek injunctive relief,
as well as any other remedies available under the applicable laws.

4. EARLY WITHDRAWAL AND PROFIT SHARING

A. The investor acknowledges that the investment in the company is
intended to be for the full 2-year Investment Period. However, in the
 event that the investor wishes to withdraw their investment prior to
the completion of the Investment Period, the following conditions shall
apply:
a. The investor shall provide written notice to the company expressing
their intent to withdraw, stating the reason for withdrawal, and
specifying the proposed date of withdrawal.
b. Upon early withdrawal, the investor shall only be entitled to receive
the return of the principal amount invested ("Principal Amount") as
of the date of withdrawal. No additional profits or earnings shall be
payable to the investor.
B. If the investor decides to continue the investment for the full 2-year
Investment Period, they shall be entitled to receive the return of the
Principal Amount, as well as a share of the profits made by the
company during the stipulated time period ("Profit Share") in
accordance with the following terms:
a. The Profit Share shall amount to 36% of the net profits generated
by the company during the Investment Period.
b. The net profits shall be calculated by deducting all expenses, taxes,
and other applicable deductions from the gross profits of the
company.
c. The Profit Share shall be paid to the investor within [number of
days/months] from the end of each financial year or as otherwise
agreed between the parties.
d. The Profit Share shall be distributed to the investor in proportion
to their total investment amount relative to the total investment
made by all investors during the Investment Period.
e. The investor shall have the option to reinvest the Profit Share in
the company or receive it as a cash distribution, subject to the
company's policies and procedures.
f. It is understood that the Profit Share is contingent upon the
investor continuing their investment for the full 2-year Investment
Period. In the event that the investor decides to withdraw their
 investment prior to the completion of the Investment Period, they
shall forfeit their right to any Profit Share.
g. The investor acknowledges that the Profit Share is subject to
applicable tax laws and regulations. The investor shall be
responsible for any taxes or duties that may arise from their receipt
of the Profit Share and shall comply with all tax obligations in
relation thereto.

5. RIGHT TO ATTRACT OTHER INVESTORS

A. The investor shall have the right to attract and bring in additional
investors to invest in the company from outside sources during the
stipulated investment period ("Additional Investors").
B. The investor shall exercise their right to attract Additional
Investors in good faith and in the best interests of the company,
with the prior written consent of the company.
C. The investor agrees to provide the company with all necessary
information about the prospective Additional Investors, including
their identity, investment amount, and any other relevant details
as requested by the company.
D. The company shall have the sole discretion to approve or
disapprove the participation of the Additional Investors. The
company's decision shall be based on its assessment of the
financial viability, alignment of interests, and any other relevant
factors determined by the company.
E. In the event that the company approves the participation of the
Additional Investors, the terms and conditions of their investment
shall be mutually agreed between the company and the Additional
Investors in a separate agreement. The company's approval shall
not confer any obligations or liabilities on the investor with respect
to the Additional Investors' investment activities.
F. The investor shall not receive any monetary compensation or
consideration from the company for attracting the Additional
Investors. The investor's sole benefit shall be the opportunity to
 expand the capital base and potential growth of the company by
attracting the additional investment.
G. The investor acknowledges that the company may have its own
requirements, policies, and procedures regarding the admission of
Additional Investors. The investor shall cooperate with the
company in facilitating the due diligence process and any other
requirements imposed by the company for the admission of such
Additional Investors.
H. The company may impose reasonable restrictions or conditions on
the investor's right to attract Additional Investors, including but
not limited to restrictions on the number, qualifications, and
financial capabilities of such Additional Investors. Such restrictions
or conditions shall be communicated to the investor in writing and
shall be subject to the investor's compliance.
I. The investor shall bear all costs and expenses incurred in
attracting Additional Investors, including but not limited to
marketing expenses, legal fees, and any other costs directly related
to the investor's efforts to bring in the Additional Investors.
J. The investor acknowledges and agrees that the decision to invest
by the Additional Investors shall be solely based on their
independent assessment and judgment. The investor shall not
make any representations, warranties, or guarantees on behalf of
the company to the Additional Investors, and the company shall
have no liability for the decisions or actions of the Additional
Investors.

6. MANAGEMENT AND DECISION-MAKING:

A. The investor acknowledges that the management and day-to-day
operations of the company shall be carried out by the existing
management team of the company, or as otherwise determined by
the company's shareholders or board of directors.
B. The investor shall not have any direct involvement in the
management or operation of the company unless otherwise
 specified in this agreement or authorized by the company in
writing.
C. The investor acknowledges that their role is limited to that of an
investor and shall not have any voting rights or decision-making
authority in respect of the company's affairs, unless otherwise
agreed upon by the parties or as required by applicable law.
D. Any decisions relating to strategic direction, business policies,
major investments, expansion plans, changes in shareholding
structure, appointment or removal of key personnel, or any other
matters of significant importance to the company ("Major
Decisions") shall be made in accordance with the following
provisions:
E. The company shall have the exclusive right to make Major
Decisions, subject to any specific provisions in this agreement or
the company's constitutive documents.
F. If the company considers it necessary or advisable, it may consult
and seek input from the investor regarding Major Decisions.
However, the company shall have the final decision-making
authority and shall not be bound by the investor's advice or
recommendations.
G. The investor acknowledges that the company may occasionally
provide updates, reports, or financial statements to the investor to
keep them informed about the company's performance, operations,
and prospects. However, the provision of such information shall
not confer any decision-making authority or control on the
investor.
H. The management team of the company shall exercise reasonable
care, skill, and diligence in carrying out their duties and
responsibilities, and shall act in the best interests of the company
and its shareholders as a whole.
I. The investor agrees to cooperate with the management team and
the company's representatives in fulfilling their duties and
responsibilities, including providing any necessary assistance,
 information, or cooperation as reasonably requested by the
company.
J. In the event of any dispute or disagreement arising between the
investor and the company with regard to any management or
decision-making matters, the parties shall endeavour to resolve the
issue amicably through negotiations or alternate dispute resolution
mechanisms, as specified in the dispute resolution clause of this
agreement.