Tower E, 303, Krishna Mystiq,
Electronic city, Bangalore , Karnataka
- 560100
+91 9940207670
idhayadevan@healthflo.in
Investment Agreement
This Investment Agreement ("Agreement") is made and entered into as of
[Insert Date], by and between:
1. Kanzariya Trupesh Khimji (“Investor”), an individual residing at Opp
New Police Station Road, Dwarka, Gujarat - 361335.
2. Healthflo Ventures Private Limited (“Company”), a private limited
company registered under the laws of India, having its registered office
at Krishna Mystiq Tower-E 303, Chikkathoguru Main Road, Basapura,
Electronic City, Bengaluru, Karnataka - 560100.
Recitals
The Investor has agreed to invest ₹2 Crore in the Company to support its
business expansion.
The Company has agreed to issue equity shares and utilize the funds in
accordance with its strategic objectives.
Key Terms
1. Investment Details
1.1 Investment Amount: The Investor shall invest ₹2 Crore in the
Company.
1.2 Payment Schedule:
₹1 Crore to be paid on 2nd January 2025.
₹1 Crore to be paid on 21st January 2025.
1.3 Mode of Payment: The investment amount shall be paid via cheque or
any mutually agreed banking instrument.
2. Equity Allocation
2.1 Share Issuance:
In return for the investment, the Company agrees to issue equity shares
equivalent to 26% of the Company’s total equity.
The number of shares shall be calculated based on the Company's
valuation at the time of issuance.
2.2 Timeline: Shares shall be issued to the Investor within 30 days of
receiving the full investment amount.
3. Use of Funds
3.1 The Company agrees to use the investment exclusively for business
expansion, including:
Scaling operations.
Marketing and customer acquisition.
Research and development.
3.2 Any significant deviation from the stated purpose shall require
prior written approval from the Investor.
4. Investor Rights
4.1 Board Representation: The Investor shall have the right to appoint
one director to the Board of Directors.
4.2 Access to Information:
The Investor shall have access to periodic financial statements,
operational updates, and strategic plans.
The Company shall provide reports quarterly or as otherwise agreed upon.
4.3 Approval Rights:
Major decisions, including issuing new shares, borrowing significant
amounts, or selling assets, require Investor approval.
5. Lock-In and Transfer Restrictions
5.1 Lock-In Period: The equity shares issued to the Investor shall be
subject to a lock-in period of 6 months, during which they cannot be
transferred or encumbered.
5.2 Right of First Refusal (ROFR): The Investor must offer shares to
existing shareholders before selling them to a third party.
6. Exit Mechanism
The Investor may exit their investment through the following options:
6.1 Initial Public Offering (IPO): Sale of shares upon the Company's
public listing.
6.2 Buyback: The Company may repurchase shares from the Investor,
subject to mutual agreement.
6.3 Third-Party Sale: After the lock-in period, shares may be sold to a
third party, following ROFR.
7. Confidentiality
Both Parties agree to maintain the confidentiality of all proprietary
and financial information disclosed during this Agreement. Disclosure to
third parties is permitted only with prior written consent or as
required by law.
8. Dispute Resolution
8.1 Any disputes arising from this Agreement shall first be resolved
through mutual consultation.
8.2 If unresolved, the matter shall be referred to arbitration in
Bengaluru under the Indian Arbitration and Conciliation Act, 1996.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the
laws of India.
Signatures
For the Investor
Name: Kanzariya Trupesh Khimji
Signature: __________________________
Date: _______________________________
For the Company
Name: Idhaya devan arivazhagan
Designation: CEO
Signature:
Date: 12/10/2024
