This Outbound Investment Agreement ("Agreement") is made and entered into as of [Date], by and between:

[Indian Company Name], a company incorporated under the Companies Act, 2013 and having its registered office at
[Address], India (hereinafter referred to as the "Investor"),
AND
[U.S. Company Name], a corporation organized and existing under the laws of the State of [State], United States of
America, with its principal office located at [Address], (hereinafter referred to as the "Company").
WHEREAS:
A. The Investor desires to invest in the Company by subscribing to Compulsorily Convertible Preference Shares
("CCPS") issued by the Company;
B. The Parties intend that such investment be structured in compliance with applicable Indian laws including the
Foreign Exchange Management Act, 1999 ("FEMA") and associated rules and regulations, as well as relevant U.S.
federal and state laws;
C. The Company desires to allot CCPS to the Investor in accordance with the terms set out herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and covenants contained herein, the
Parties hereby agree as follows:

1. DEFINITIONS
In this Agreement, unless the context otherwise requires:
1.1 "CCPS" means compulsorily convertible preference shares of the Company, which shall convert into equity shares
in accordance with the terms set out herein.
1.2 "Closing" means the completion of the investment transaction as defined in Section 5 of this Agreement.
1.3 "FEMA" means the Foreign Exchange Management Act, 1999, including all rules, regulations, and circulars issued
thereunder.
1.4 "Investment Amount" means the total consideration to be paid by the Investor for the CCPS, being USD [Amount].
1.5 "Conversion Date" means the date on which the CCPS convert into equity shares in accordance with Section 7.
1.6 "Valuation Report" means a report issued by an independent valuer for the purpose of determining the fair value
of the shares, in compliance with applicable Indian and U.S. regulations.

2. STRUCTURE OF INVESTMENT
2.1 The Investor agrees to invest USD [Amount] in the Company by subscribing to [Number] CCPS.
2.2 The CCPS shall:
 Be non-redeemable;
 Carry a fixed cumulative dividend of [X]% per annum, payable only upon conversion;
 Be compulsorily convertible into equity shares within [X] months from the date of allotment;
 Not carry any voting rights until converted, except as otherwise provided by law.
2.3 The investment shall be made in compliance with Schedule I of FEMA (ODI Regulations) and RBI Master Directions.

3. CONDITIONS PRECEDENT
3.1 The obligations of the Investor to subscribe to the CCPS shall be subject to the satisfaction or waiver of the
following conditions:
(a) Delivery of certified charter documents and corporate resolutions of the Company authorizing the issuance of
CCPS;
(b) Receipt of valuation report by a SEBI-registered Category I Merchant Banker (or a Chartered Accountant with 10+
years’ experience), in accordance with FEMA;
(c) Regulatory approvals, if any, obtained in India and the United States;
(d) Completion of legal and financial due diligence to the satisfaction of the Investor;
(e) Execution of a Shareholders' Agreement, if applicable.

4. REPRESENTATIONS AND WARRANTIES

4.1 By the Company:
(a) It is a duly organized and validly existing entity under the laws of the State of [State];
(b) The Company has full power and authority to issue the CCPS;
(c) The issuance of CCPS does not violate any contractual or legal obligations;
(d) All consents, approvals, and filings necessary under U.S. law have been or will be obtained.
4.2 By the Investor:
(a) It is a company duly incorporated and validly existing under Indian law;
(b) The investment is in compliance with all applicable Indian laws and regulations, including FEMA;
(c) It has obtained necessary board and shareholder approvals for the investment;
(d) It is not a person barred from making investments in the U.S. under any applicable law.

5. CLOSING
5.1 The Closing shall take place on [Date] or such other date as the Parties may agree in writing.
5.2 At the Closing:
(a) The Investor shall remit the Investment Amount to the designated bank account of the Company in accordance
with applicable foreign exchange laws;
(b) The Company shall issue and allot the CCPS to the Investor and deliver share certificates (or digital confirmation, as
applicable);
(c) Form FC-GPR (or its equivalent) shall be filed by the Company with RBI through the AD Bank.

6. COVENANTS
6.1 The Company shall ensure that the proceeds of the investment are used solely for the purpose of [brief purpose].
6.2 The Company shall maintain books of accounts and records in accordance with U.S. GAAP and provide access to
such records to the Investor upon reasonable notice.
6.3 The Company shall furnish quarterly updates and annual audited financial statements to the Investor.

7. CONVERSION OF CCPS
7.1 The CCPS shall be compulsorily converted into equity shares of the Company at a ratio determined in accordance
with the Valuation Report on the earlier of:
(a) [X] months from the date of allotment; or
(b) A Qualified Financing Round or IPO, whichever occurs earlier.
7.2 Upon conversion, equity shares shall be issued ranking pari passu with other equity shares.
7.3 The Company shall file necessary documents with the Registrar of Companies in the U.S. upon conversion.

8. EXIT MECHANISM
8.1 The Investor shall be entitled to an exit by any of the following methods, subject to applicable law:
(a) IPO of the Company; (b) Sale of equity to a third party at fair market value; (c) Buyback by the Company (subject to
U.S. law); (d) Sale to another shareholder or group of shareholders.

9. REGULATORY COMPLIANCE
9.1 The Parties shall comply with all applicable Indian and U.S. laws in connection with the investment.
9.2 The Investor shall report the investment under the Overseas Direct Investment (ODI) regime to RBI through
designated AD Bank.
9.3 The Company shall comply with U.S. SEC and state securities law disclosures, if applicable.

10. CONFIDENTIALITY
10.1 Each Party agrees to maintain the confidentiality of the terms of this Agreement and any non-public information
disclosed during its implementation.

11. INDEMNIFICATION
11.1 Each Party shall indemnify and hold harmless the other against any claims, damages, liabilities or expenses arising
from a breach of any representation, warranty, or covenant under this Agreement.

12. GOVERNING LAW AND JURISDICTION

12.1 This Agreement shall be governed by and construed in accordance with the laws of the State of [State], U.S.A.
12.2 Any disputes arising out of this Agreement shall be resolved through arbitration in accordance with the rules of
the American Arbitration Association. The seat of arbitration shall be New York, and the language shall be English.

13. MISCELLANEOUS
13.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties.
13.2 Amendment: No modification shall be valid unless in writing and signed by both Parties.
13.3 Notices: All notices shall be given in writing to the addresses set forth above.
13.4 Assignment: Neither Party may assign its rights under this Agreement without the prior written consent of the
other.
13.5 Counterparts: This Agreement may be executed in counterparts.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first above written.
For and on behalf of [Indian Company Name]
Signature: ___________________________
Name:
Title:
For and on behalf of [U.S. Company Name]
Signature: ___________________________
Name:
Title: