INVESTMENT AGREEMENT

This agreement made at Mumbai on ……………………. day of …………………..2017 between

the ………………………………………, having its Registered Office at ……………………………..
(hereinafter referred to as the “Party 1” which expression shall include its successor and assigns)
of one part and …………………………, an Investor having his residence address at
……………………………………….(hereinafter called the “Party 2”) which expression shall,
unless repugnant to the context or meaning thereof, include their respective heirs, executors,
administrators and assigns of the other part.
For the purpose of this Agreement, each of “Party 1” and “Party 2” is hereinafter referred to as
a “Party” individually and/or collectively as the “Parties”.

The Parties also include their affiliations, associates, agents, officers, directors, management
members, affiliates, subsidiaries, partners, individuals, assigns, designees, employees,
contractors, consultants, sub-contractors and/or representatives, collectively or individually
referred to as “Affiliates” herein.

RECITALS

WHEREAS, Party 1 has the knowledge & experience of real estate project development and

WHEREAS, Party 2 is an Investment and is willing to Invest in Party 1’s project with the agreement
and understanding that Party 1 will share guaranteed returns against the invested amount; and
NOW, THEREFORE, in consideration of the mutual covenants made and exchanged among
them, the Parties agree as follows:

1.0. RECITALS
Each of the RECITALS above is true and correct and together form the basis for this
AGREEMENT. The RECITALS are incorporated herein by reference and provide the substantive
AGREEMENT among the Parties.

2.0. NON SOLICITATION

This AGREEMENT is not a solicitation in any way for funds. Party 2 hereby declares that Party
2 is fully aware that the information received from Party 1 is in direct response to Party 1’s request
and is not in any way considered or intended to be a solicitation of funds of any sort, or any type
of offering, and is intended for Party 2’s investment participation only.

These transactions are based on sales purchase agreement and fall under the governance of the
state & central governments. Party 2 is not registered with the Registrar of Companies as Builders
& Developers. Any investment agreement made between Party 2 and Party 1 are merely for the
mutual interest and benefit of both the parties involved.

3.0. OBJECTIVES
The objectives of this AGREEMENT are that all Parties are ready, willing and able to cooperate
and work together for mutual benefit. The cooperation will be in the spirit of good faith, fairness,
and trust each using its best efforts to complete the objectives.

4.0. BASIS OF COOPERATION

Each of the Parties agrees to cooperate fully with the others to cause Party 1 to be able to enter
into the Transaction for the benefit of both Parties. Party 1 will be solely responsible for providing
the assets necessary to enter into the Transaction.

4.1. It is the intention of Parties1 and Parties 2 that this be a binding commitment, subject to terms
and conditions as set out in this formal INVESTMENT AGREEMENT which all Parties enter into
and hereby sign below thus expressing explicit acceptance of these terms and conditions.

4.2. All Parties agree to keep the finding and/or any information pertaining to the subject strictly
confidential and not to circumvent each other for contacts and/or companies introduced or in any
other manner.

4.3. All Parties agree to deal with each other in a sincere and straightforward manner, to establish
a long-standing relationship, and to endeavor to protect their mutual interests under this
AGREEMENT.

5.0. TIME IS OF THE ESSENCE

The Parties agree that the time and timely performance is of the essence of this AGREEMENT
and of the covenants and provisions contained herein.

6.0. ROLES & RESPONSIBILITIES

6.1. Party 2 – Party 2 is a sophisticated investor and has shown interest to invest in Party 1’s real
estate project at ……., however it doesn’t have any expertise in Real Estate transactions,
construction activities & development of project/s. Party 1 has a reputed real estate project ……..
located in ………… spanned on …….. acres of land …….. divided in ….. Phases. Party 1 has
been actively involved in the completion of the Phase 1 of the project and is looking for Investors.
Party 1 is responsible for completing the project on a timely basis and to handover the possession
to the customers.

6.2. Party 2 – Under the terms of this AGREEMENT, Party 2’s sole responsibility will be to infuse
funds in the project as agreed hereto. Party 2 will invest an amount of Rs. …….. (Rupees
………………………… Only) …………….. in Party 1’s project ……………... No representations
or warranties are made by Party 1 to Party 2 regarding the performance of the Transaction. Any
discussion of possible returns has been based on past performance of similar Transaction/s or
based on market study or statistics and may not be an accurate indicator of future returns.

7.0. COMPENSATION STRUCTURE

Party 1 is acting with full corporate and individual financial responsibility, and hereby irrevocably
and unconditionally, without protest or notification, without prejudice, recourse, or delay
guarantees to pay the returns entitled to Party 2.

7.1. Compensation: This AGREEMENT shall be taken as Party 1’s irrevocable pay order to pay
a total of Rs. …………. (Rupees ………………….. Only) as TOTAL NET RETURNS INCLUDING
PRINCIPLE to Party 2 against its investment. Party 1 will guarantee the investment amount by
issuing Allotment Letter of Land Parcels (Plots) of equivalent value to Party 2 (as mentioned in
ANNEXURE A). Party 2 will simultaneously issue No Objection Letter to Party 1 to sell such plots
to interested Investors or Customers and it is mutually agreed that the Payments received in the
mode of down payment from the Customers shall be transferred to Party 2 immediately upon
each and every sale.

7.2. Payment Terms: Parties further agrees that the returns are compensation for risk involved
and are irrevocable, irretrievable and unconditionally guaranteed to be paid simultaneously with
the payment of each and every down payment referred to in this AGREEMENT. The Payments
will be free of legal impediment and free of any deductions (except government deductions as
appropriate), excluding bank transfer fees and routine banking delays, for this and all subsequent
transactions.

8.0. CLAIMS
By this AGREEMENT, Party 2 claims no interest whatsoever in the assets or other income of
Party 1. The assets of Party 1 will remain the sole and exclusive property of Party 1 for the
duration of this AGREEMENT.

9.0. TERM / VALIDITY

This AGREEMENT is valid as of the date the final signature has been executed in the
AGREEMENT and shall remain valid till …………., including but not limited to any new
agreements between the Party 1 and Party 2 (s)/Bank and/or their assigns, renewals, rolls,
extensions, additions, type of transaction, etc.

This agreement shall remain an intricate part of the contract between the Parties. This pay order
shall remain in effect throughout the life of this transaction in perpetuity or until it is expired or
terminated.

However, returns shall continue to be earned with any renewals, rolls, extensions and additions
which may extend the Transaction beyond the original expiration date.

10.0. TERMINATION
This AGREEMENT shall be effective as of the date the final signature has been executed in the
AGREEMENT, and may be terminated:

10.1. For cause by any Party without liability or obligation by submitting a letter of cause to the
other Parties identifying the failure to meet obligations as set forth in the AGREEMENT.
Termination for cause will include but is not limited to: failure to generate required funding,
bankruptcy, insolvency, misrepresentation, criminal acts, falsification of records, breaking of
confidentiality, or involvement in any other activities that may discredit the character of the other
Party;

10.2. The mutual agreement of the Parties;

10.3. Breach of any material term of the AGREEMENT.

11.0. FORCE MAJEURE

If any Party is prevented in whole or in part from performing its obligations under this
AGREEMENT by unforeseeable causes beyond its reasonable control and without its fault or
negligence, then the Party so prevented shall be excused from whatever performance is effected
by such cause, provided that such Party provided written notice to the other Party of such
condition within ten (10) calendar days from the onset of such condition. Force Majeure includes
but is not limited to: Acts of God, labor disputes, religious decrees, financial crisis, fires, riots, civil
commotion and interference, restriction or prohibition by governmental authorities.

12.0. POINTS OF CONTACT

For the purpose of this AGREEMENT, the Party 1 or his designee will be the point of
administrative contact and authorized representative for Party 1. _____________ or her designee
will be the point of administrative contact.

13.0. NOTICES AND COMMUNICATION

Except as otherwise provided herein, all notices, reports, and other communications hereunder
shall be given in writing either by personal delivery, by mail, or by telegraphic or electronic
transmission, addressed to the respective Parties as specified herein. The date upon which any
such communication is personally delivered or, if such communication is transmitted by mail or
electronic transmission, the date upon which it is received by the addressee, shall be deemed to
be the effective date of such communication. Whenever in this AGREEMENT, it is provided that
notice or demand be given by any Party to the other, such notice or demand shall be given in
writing and forwarded by certified or registered mail to the other Parties at their designated place
of business.

14.0. RELATIONSHIP OF THE PARTIES

This AGREEMENT and the Parties’ relationship during its term shall not constitute, create, give
effect to or otherwise imply a joint venture, partnership or formal business organization of any
kind, except with respect to those business transactions the Parties have identified and agreed
that they will mutually pursue pursuant to this AGREEMENT. Each Party to this AGREEMENT
shall act as an independent entity and not as an agent, employee or representative of the other,
and no Party shall have any authority whatsoever to bind the other except to the extent, if any,
specifically provided herein.

15.0. CONFIDENTIALITY
The information contained in this AGREEMENT and any other information exchanged is
considered to be confidential and is not to be publicly released or divulged by the Parties to any
third party without the express written permission of the other Parties. No Party will attempt to
circumvent the other Parties by contacting any person, company or entity introduced to them by
the introducing Party, or any of the other Party's customers, Party 1’s, consultants, agents or the
like, anywhere in the world without the expressed authority of, and in the interest of all Parties.
Each of the Parties agrees to use such information and documentation solely for the purposes of
this AGREEMENT and for no other reason and shall disseminate such information and
documentation only to those persons whose duties justify their need to know and none other. The
standards and rules of the Indian Penal Code are deemed to be included in this AGREEMENT
by reference.

16.0. ASSIGNMENT
This AGREEMENT is unconditional, assignable, transferable, and divisible. This “AGREEMENT
shall inure to the benefit of Party 2 and their respective heirs, administrators, successors and
assigns as the case may be, until this transaction, including any renewals, extensions and
additions are fully completed.

17.0. LEGAL OPINION

The Parties acknowledge that each has had adequate time and an opportunity to consult with
legal counsel of their own choosing prior to the execution of this AGREEMENT and having had
such advice as deemed necessary; each has executed this AGREEMENT freely and voluntarily.

18.0. APPLICABLE LAW

This AGREEMENT shall be governed; construed and interpreted solely in accordance with the
laws of India. Should any dispute(s) arise in connection with this AGREEMENT, the Parties shall
endeavor to reach an amicable AGREEMENT with respect thereto. If no amicable AGREEMENT
can be reached, all disputes arising in connection with this AGREEMENT shall be subject to
resolution and judgment by a Mumbai court of competent jurisdiction.

19.0. DISPUTE RESOLUTION

In the event a dispute between the Parties arises out of this AGREEMENT, the Parties agree to
negotiate in good faith to resolve the dispute. Should the Parties not be able to resolve the dispute
by direct negotiation, they agree to refer the dispute to an independent Mediator in accordance
with the Rules of Conciliation and Arbitration of India. Should the dispute still remain unresolved
after such mediation, the Parties agree to resolve the dispute by Binding Arbitration in accordance
with the Rules of Conciliation and Arbitration of India. Said Mediation and Binding Arbitration shall
be conducted in Mumbai, Maharashtra. The Parties waive any right they may enjoy under the law
of other nations to apply to the courts for relief from the provisions of the AGREEMENT. Any
award rendered pursuant to arbitration shall be governed by the jurisdiction in the courts of the
State of Maharashtra. Proceedings shall be conducted in English.

20.0. TAXES
For purposes of this AGREEMENT, each of the Parties will be responsible for its own income tax
liability and for any other government liability arising from receipt of its share of the profits
generated by the Transaction and distributed under the terms of the AGREEMENT.

21.0. LANGUAGE
The language of this AGREEMENT and all legal correspondence shall be in English.

22.0. HEADINGS
The headings in the AGREEMENT are for convenience only and are not to be used in construing
the meaning of Sections herein.
23.0. ENTIRE AGREEMENT:
This AGREEMENT constitutes the entire understanding among the Parties concerning the subject
matter hereof and any and all prior negotiations, understandings, representations and
communications, whether oral or written, between the Parties are merged into this AGREEMENT.
This AGREEMENT may be changed by a written amendment duly signed by authorized
representatives of each and all Parties.

24.0. MUTUAL INDEMNIFICATION

The Parties, agree to indemnify and hold harmless the other Party and its affiliates, the respective
directors, officers, partners, agents and employees of the other Party and its affiliates, and each
other person, if any, controlling the other Party or any of its affiliates (collectively, “Indemnified
Persons”), from and against, and all Parties agree that no Indemnified Person shall have any
liability to the other Party or its owners, parents, affiliates, security holders or creditors for, any
losses, claims, damages or liabilities (including actions or proceedings in respect thereof)
(collectively “Losses”) (A) related to or arising out of (i) or actions or failures to act (including
statements or omissions made, or information provided, by the other Party or its agents) or (ii)
actions or failures to act by an Indemnified Person with the other Party’s consent or in reliance on
the other Party’s actions or failures to act, or (B) otherwise related to or arising out of the
engagement or the other Party’s performance thereof, except that clauses (A) and (B) shall not
apply to any Losses to the extent they are finally judicially determined to have resulted primarily
from the other Party’s bad faith or negligence. If such indemnification is for any reason not
available, that Party agrees to contribute to the Losses involved in such proportion as is
appropriated to reflect the relative benefits received (or anticipated to be received) by the other
Party with respect to the engagement or, if such allocation is judicially determined unavailable, in
such proportion as is appropriate to reflect other equitable considerations such as the relative
fault of the one Party on the one hand and of the other Party on the other hand, provided, however,
that, to the extent permitted by applicable law, the Indemnified Persons shall not be responsible
for amounts which in the aggregate are in excess of the amount of all proceeds actually received
in connection with the engagement. Relative benefits to each Party, with respect to the
engagement shall be deemed to be in the same proportion as (i) the total value paid or proposed
to be paid or received or proposed to be received by any Party or its security holders, as the case
may be, pursuant to the transactions(s), whether or not consummated, contemplated by the
engagement bears to (ii) all returns paid or proposed to be paid by COMPANY in connection with
the engagement.

Each Party will reimburse each Indemnified Person for all expenses (including reasonable fees
and disbursements of counsel) as they are incurred by such Indemnified Person in connection
with investigating, preparing for or defending any action, claim or proceeding (“Action”) referred
to above (or enforcing this AGREEMENT or any related engagement AGREEMENT), whether or
not in connection with pending or threatened litigation in which any Indemnified Person is a Party.

Each Party further agrees that the other Party will not settle or compromise or consent to the entry
of any judgement in any pending or threatened action in respect of which indemnification may be
sought hereunder (whether or not an Indemnified Person is a Party therein) unless a Party has
given the other Party reasonable prior written notice thereof and used all reasonable efforts, after
consultation with the other Party, to obtain an unconditional release of each Indemnified Person
from all liability arising there from.
Each Party’s obligations hereunder shall be in addition to any rights that any Indemnified Person
may have at common law or otherwise. Each Party acknowledges that in connection with the
engagement Party 1 is acting as an independent developer with duties owing solely to Party 2.

25.0. CHANGES, AMENDMENTS, MODIFICATIONS

This AGREEMENT may only be amended, supplemented, or changed, and any provision hereof
waived, only by a written instrument making specific reference to this agreement signed by all the
Parties.

26.0. COUNTERPARTS
This AGREEMENT may be executed in one or more counterparts by hard copy signatures and/or
signatures on facsimile copies or copies transmitted by email, each of which shall be deemed an
original, and said counterparts shall together constitute but one and the same AGREEMENT,
binding upon the Parties, notwithstanding that the Parties are not signatory to the original or the
same counterparts.

27.0. MISCELLANEOUS PROVSIONS

If any of the provisions of this AGREEMENT, including any sentence, clause, or part hereof, shall
be deemed contrary to law or invalid or unenforceable in any respect by a Court of competent
jurisdiction, the remaining provisions shall not be affected, but shall remain in full force and effect,
and any invalid and unenforceable provisions shall be deemed, without further action on the part
of the Parties, modified, amended, and limited to the extent necessary to render the same valid
and enforceable.

Each of the Parties agrees to execute such further papers and/or documents as shall be
necessary and proper in order to fulfill the terms and conditions of this AGREEMENT.

[Signature Page Follows]

IN WITNESS WHEREOF the Parties hereto have executed this AGREEMENT in their respective
places on the dates herein below written.

Accepted and Agreed by all Parties,

……………………………….. INVESTOR

………………………………... ………………………………
NAME PARTY 1 NAME PARTY 2

Date: April 15, 2019

ANNEXURE A