APPROPRIATE STAMP DUTY TO BE PAID BASED ON THE

PLACE OF EXECUTION

SERVICE AGREEMENT FOR INVESTMENT (MOU)

THIS AGREEMENT FOR INVESTMENT-SERVICE IS MADE AND EXECUTED ON THIS THE

(Date)

BETWEEN

M/[Link] RROJECT & FINANCE CONSULTANCY, a business entity, having its office at
GB-4, 1439 Rajdanga Main Road, Kolkata-700-107, represented by (NAME OF THE OWNER
IF PROPRIETOR), hereinafter called and referred to as the FIRST PARTY/ THE SERVICE
PROVIDER (which expression unless repugnant to the context or meaning thereof, shall mean
and include its executors, successors in business, administrators, legal representatives, and
assigns) as party of the FIRST PART.

AND

(NAME OF THE RECEIVING COMPANY) having its Head Office at (ADDRESS), and its
Corporate Office at (ADDRESS).. (NAME OF THE OWNER IF PROPRIETOR), hereinafter
called and referred to as the SECOND PARTY/ THE INVESTEE (which expression unless
repugnant to the context or meaning thereof, shall mean and include its executors, successors
in business, administrators, legal representatives, and assigns) party of SECOND PART.

THE PARTIES TO THIS AGREEMENT AGREE AS FOLLOWS:

1) INVESTMENT/ LOAN AMOUNT

1.1 The First Party will arrange the Investor and explain the business of The Second
Party to them, and arrange legally fair investment for the business of the Second
Party on certain terms and conditions and for which a separate Investment
Agreement is to be executed between the Investor and the Second Party. The role of

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 the First Party hereinabove terminates with the execution of the Agreement between
the Second Party hereinabove and the proposed Investor.

1.2 The First Party will convince the Investor with the business deal of the Second Party
so that the Investor will agree to invest a total amount of Rs……………..
(Rs…………………) crores for various businesses in which the Second Party is
engaged and said loan shall be disbursed, as per the schedule to be ascertained in
the Agreement between the proposed Investor & the Investee, through their mutual
understanding.

2) SERVICE CHARGES/ INCIDENTAL CHARGES

2.1 The Second Party/ Investee shall pay a non-refundable incidental charges of 1% of
the total investment to the First Party at the time of signing this MOU. As the term itself
clarifies, the charge is taken for expenses involved in travel, meetings and related other
pre-exercises for interacting with the Investor-chain to make the project successful.

2.2 The Second Party/ Investee agrees to pay a Service Charge of 10% of the total
investment to the First Party at the time of receiving the Investment Fund.

SERVICE PROVIDER’S BANK DETAILS :

NAME OF THE BANK: UCO BANK

BRANCH :KASBA, KOLKATA, INDIA
ACCOUNT NUMBER : 20810210003442
IFSC : UCBA0002081
SWIFT CODE: UCBAINBB344

The Second Party / Investee also agrees to pay the legal document charges in connection with
execution of this Agreement, if any according to the law of the land for the time being in force.

3) TERMS AND CONDITIONS OF INVESTMENT

3.1 Total investment amount Rs……………………. (Rs……………………) crores.

3.2 The Tenure of investment shall be decided between the proposed Investor & the
Second Party.
3.3 ROI (Rate of Interest) and repayment schedule shall be decided between the
proposed Investor & the Second Party.

3.4 The Second Party shall provide such necessary investment-related documents along
with execution of the Agreement with the Investor as the Investor would stipulate for
extending the fund to them.
.

4) DISPUTE RESOLUTION

4.1 In the event of any dispute arising between the Parties in connection with any matter
or thing herein contained or operation or construction thereof or any matter or thing in
any way connected with the Agreement, including any question regarding in existence,
interpretation, validity, or termination, The Parties shall first endeavour to reach an
amicable settlement within 15 Business Days from the date on which the dispute arose
(except as to any matter for which express provisions are made in this Agreement), any
Party may make a reference to arbitration in accordance with clause 4.2 below.

4.2 In the absence of any settlement of dispute under clause 4.1 above, any and all
disputes and differences arising out of or in connection with this Agreement or its
performance including any disputes regarding the existence, validity, or termination shall
be submitted to arbitration at the request of a Party upon written notice to that effect to
the others Parties and such arbitration and Conciliation Act, 1996 (hereinafter referred to
as “Arbitration Act”. The Arbitration shall be conducted by a panel consisting 3
arbitrators, appointed as follows:

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 (a) The Party(ies) acting as claimants in the arbitration proceedings shall appoint 1 (one)
arbitrator;
(b) The Party(ies) acting as respondents in the arbitration proceedings shall appoint 1
(one) arbitrator;
(c) The 2 (two) arbitrators so appointed shall jointly appoint a third presiding arbitrator.

4.3 The arbitration proceedings shall be conducted in English. The Venue of the
arbitration shall be within …………….

4.4 The Parties hereby submit to the jurisdiction of the courts of …………………, India.

4.5 The award rendered by the arbitration tribunal shall be in writing and shall set oy the
reasons for the arbitral tribunal’s decisions. The award shall allocate or apportion the
cost of the arbitration as the arbitral tribunal deems fair.

4.6 The Parties agree that the arbitration award shall be final and binding on the Parties.
The Parties agree that no Party shall have any right to commence or maintain any suit or
legal proceedings (other than for interim or conservatory measures) until the Dispute has
been determined in accordance with the arbitration procedure provided herein and then
only for the enforcement of the award may be rendered in any court of competent
jurisdiction or application may be made to such court for a judicial acceptance of the
award and an order of enforcement, as the case may be.

5) CONFIDENTIALITY

5.1 Save as provided in clause 4.2 above, each Party hereto, their respective Affiliates,
representative, employee, and agent shall treat as confidential all information of a
confidential nature (including trade secrets and information of commercial value) which
may become known to any of its associates other. No Party shall reveal any such
information to any of its associates subject to the relevant recipient acknowledging the
confidential nature of the information and agreeing not to disclose it to any of its
associates unless they also agree to be bound by a similar obligation of the Parties
under this clause 4, shall remain in force until the relevant information enters the public
domain otherwise than by the default of any Shareholder.

5.2 The Obligations of confidentiality in clause 4.1 above, shall not apply in respect of
the revealing of such information in the following circumstances:

(i) In connection with the performance of each Party’s obligations hereunder or

otherwise for the purposes of the Business;
(ii) To any Party’s professional advisers;
(iii) Pursuant to any listing agreement with or the rules and regulations of any
recognized security exchange on which securities of such Party or any of its
Affiliates are listed or traded
(iv) As required by Law;
(v) Becomes available to a Party on a non-confidential basis from a source other
than the disclosing Party or their respective agents;
(vi) For the purpose of enabling any Shareholders to dispose of their Equity Shares
to a third party in accordance with the terms of this Agreement; provided in each
case set out in Clause 4.2 (i) to (vi) above, the Party revealing the same shall
take all reasonable steps to preserve the confidentially thereof and to ensure that
such information shall be used only for the purposes for revealing the same,
disclose to the Board and the other Party, the identity of shall procure that the
recipient of such information provides to the Company acceptable to the
Company and the other Party.

5.3 The Parties agree that they shall issue a press release or make any public statement
regarding the investment only with mutual consent of each other.

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 6) FORCE MAJEURE

Force Majeure shall mean and include an event preventing Investors from performing
any or all of its obligations under this agreement, which arises from or is attributable to,
unforeseen occurrences, acts, events, omissions or accidents which are beyond the
reasonable control of the Investor and does not arise out of a breach by Investors any of
its obligations under this Agreement, including, without limitations, any abnormally
inclement weather, flood, rebellion, mutiny, lightning, storm, fire, explosion, earthquake,
tempest, subsidence, structural damage, epidemic or other natural physical disasters,
war, military operations, riot, terrorist action, civil commotion, blockades, forces of
nature, accident, an act of god, stay by the court, and any necessary permissions or
sanctions for reasons outside the control of investors or any relevant Government
Authority or Court orders (“Force Majeure Event”)

7) GOVERNING LAW

7.1 This Agreement shall be governed by and construed in accordance with the laws of
India.

8) INVALIDITY

8.1 If any provision of this Agreement is or becomes invalid, illegal, or unenforceable

under any applicable Law in any respect:

(i) The validity, legality, and enforceability under the Law of that jurisdiction of any
other provision; and
(ii) The validity, legality, and enforceability under the Law of any other jurisdiction of
that or any other provision, shall not be affected or impaired in any way thereby.

8.2 If any such invalidity substantially affects or alerts the basis of this Agreement, the
Parties shall negotiate in good faith to amend and modify the provisions and terms of
this Agreement as may be necessary or desirable in the circumstances effect as the
original provisions and terms of this Agreement.

9) ENTIRE AGREEMENT

9.1 This Agreement represents the entire Agreement between the Parties and
supersedes all prior oral or written agreements, understandings, or arrangements
relating to the subject matter of this Agreement. No Party shall be entitled to rely on any
representations, agreement, understanding, or arrangements which are not expressly
set forth in this Agreement.

10) WAIVER

10.1 A waiver of any term, provision, or condition of, or consent granted under this
Agreement shall be effective only if given in writing and signed by the Parties and shall
apply only in the instance and for the purposes for which it is given.

(a) No failure or delay on the part of any Party in exercising any right, power, or privilege
under this Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power, or privilege preclude any other or further exercise
thereof or the exercise of any right, power, and privilege

(b) No breach of any provision of this Agreement shall be waived or discharged except
with the express consent of all the Parties.

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IN WITNESS WHEREOF both the parties have signed, stamped, and delivered this deed at the
place and on the date, month, and year afore mentioned.

THE FIRST PARTY THE SECOND PARTY

Co. Seal: Co. Seal:

WITNESS:

1. Name:

2. Name:

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