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Investor Agreement

This INVESTMENT AGREEMENT is entered into on ____________________day of,___________ 2022.

BY AND BETWEEN
1. IbTrack Solutions Private Limited with office at 353, Ground Floor, Eshwara Layout, 2nd Stage, Indira
Nagar, Bangalore 560038, 2nd party, represented by its authorized signatory (hereinafter referred to as
“THE COMPANY”, which shall mean and include its representatives, successors in title and permitted
assigns) being the party of the FIRST PART.
AND
2. Mr. S V Janardhan (Investor) 1), Residing at Flat No B-2, 307, GOKULAM Apartments, Doddakalasandra,
8th Mile, Kanakapura Road, Bangalore 560062 and with Aadhar Card Number 438200971286 and Pan ID
ACSPJ1162A.

The Company and the Investor are individually referred to as the “Party" and collectively referred to as
the “Parties”.
The terms of Agreement between the parties is detailed in the Annexures enclosed herewith.
Continued
Both Parties Agree to the following terms:
1. Appointment as Board member:
The Company through a Resolution has appointed the Investor as an Executive director and brought
on the board of ibTrack Solutions Private Limited with effect from 15th September 2022.
The position of the investor as Executive director will not have rights or share in profits as of any other
shareholder of the company, as the Investor has claimed interest on his investment mentioned in
Section 2 and will also not be liable for “loss in business” incurred by the Company post execution of
this Agreement.
2. Investment:
The investor has agreed to invest an amount of Rupees 2 Crores in the Company’s business for
interest consideration payable monthly at the rate of 1.5%, subject to further mutual discussions and
agreements, that will be updated as amendment to this Agreement. The investor will not claim any
other payment apart from the principal investment amount and interest as agreed to upon between
the parties envisaged in the Agreement.
2.1. Account details:
The amount that is mentioned under section 2 will be transferred to the account held by the
company with the following account number details.
Account Number:_______________________________
2.2. Taxes:
Each party agree hereto and will be “individually liable to pay” any and all taxes/Penalties
(including taxes based upon its income) and other similar transactional taxes or levies imposed
by audit and law in force. Whereas, the parties hereby agree and confirm not to claim liability of
taxes and penalties in the course of the Company’s business individually against the other party.
2.3. Terms and conditions of the Repayment: The Investor if for any reason claims
repayment/Withdrawal of the invested amount post execution of this Agreement is
unconditionally bound by the terms & conditions stated and agreed to by both the parties as
hereunder;
i. Notice: The Investor should submit a minimum of 3 months’ notice of claim/withdrawal to the
Company.
ii. Reasonable repayment period: The investor will mutually agree with the Company a reasonable
repayment period post receipt of notice of repayment and will agree on a repayment period
within the said notice period as mentioned in above clause.
 iii. Repayment liability: The Company shall be liable to repay the investment amount with the
outstanding interest that is accrued at the time of the receipt of notice, if not already paid for the
month applicable, either in full or part payment to the investor based on mutually agreed terms.
3. Assignment:
The Company and the investor are entitled to assign the rights and responsibilities under this
agreement wholly or partly to their legal heir or other party, with a prior written approval to the
other party.
4. Warranty:
The Investor warrants that the investment amount is legally sourced and is free from any unwarranted
fees and taxes applicable by the Government of India. All the Parties have the authority to execute
and be bound by the terms of this Agreement and the Agreement shall not be invalid for want of an
authority to execute and be bound by the terms thereof.
5. Guarantee:
The Company guarantees that the investment amount will be utilized for legal purposes only.
The Company will return the investment amount in full upon request for return that shall be raised
by the investor or any legal heir of the said investor only as per the terms of this Agreement.
6. Limitation of Liability:
The aggregated liability of the Company during the term of the Agreement for any default of the
Agreement and/or any other contract document executed thereafter will in no event exceed an
investment amount plus the 1.5% per month that will be calculated as total fees payable to the
investor, during any claim subsequent to reasonable notice and repayment period, that shall be
mutually agreed as part of this Agreement under clause 2.3.(i).
6.1. Damages:
The Company and the investor to the Agreement will agree apart from the outstanding principal
investment amount plus the outstanding interest amount, no other additional amount will be claimed
as direct damages arising out of or relating to the performance or non-performance of their respective
obligations under the Agreement.
7. Amendments:
If either party wishes to make any changes to the terms of this Agreement, they shall amend the terms
of this Agreement at any time through an written amendment that will be mutually agreed and
executed in an legally binding Agreement.
8. Termination:
 The Agreement shall commence upon signing by both parties and shall remain in force for a duration
until terminated by either party in accordance with this Agreement. The Agreement may be
terminated by the either party to this Agreement for convenience or reasonable cause upon sixty (60)
Workdays’ notice in writing to the other party.
Termination for convenience or cause will have the following effect:
i. The interest on the investment amount will immediately cease once this Agreement is
terminated for convenience as mutually agreed by parties to this Agreement.
9. No transfer of rights to Third Parties:
Either party will not transfer their rights and responsibilities to any third party without the prior
written approval of the other party.
10. Governing Law:
Any dispute or claim arising out of or in connection with this Agreement, or the breach, termination
or invalidity thereof will be settled by the Karnataka Court in Bangalore.
11. Execution of Agreement:
This agreement is executed in 2 copies and each signed copy will be retained by each party.

Signature of Company Signature of Investor

____________________ ___________________
Place Place
Date Date
Signature of Witness 1 Signature of Witness 2

___________________ ___________________

Place Place
Date Date