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 9th DAY OF JULY, 2025:

BETWEEN

M/S.GLOBAL RROJECT & FINANCE CONSULTANCY, a business entity, having its office
at GB-4, 1439 Rajdanga Main Road, Kolkata-700-107, represented by G. N. DAS,
PROPRIETOR, (ADHAR : 2758 1824 4102), 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

M/S. RV’S - THE MOTOCLUB, a unit of Motothlon Tradelinks, an LLP, having its
Corporate Office at ……….., represented by RISHAV MUKHERJEE, AUTHORIZED
SIGNATORY, (ADHAR NO: 5327 2028 0379), 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) as party of the SECOND PART.

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THE PARTIES TO THIS AGREEMENT AGREE AS FOLLOWS:

1) BUSINESS

The Second Party is in the business of providing total package of automobile-

services like check-up, insurance, cleaning, service, RSA, body-work, etc for two/four
wheeler vehicles and is going to expand its business with new operating site,
machineries, dealing in retail automotive products, super-bikes & motorbikes and
motels, for which, it is seeking a financial support in the form of loan/investment.

2) INVESTMENT/ LOAN AMOUNT

2.1 The First Party will arrange for providing a loan for ₹ 10.00 Crores.
2.2 To support execution of the business expansion project of the Second Party, First
Party will arrange legally fair funding from investor for execution of the business-
plan of the Second Party on certain terms and conditions.
2.3 The First Party will convince the Investor with the business-plan of the Second
Party so that the Investor/Lender will agree to lend an amount of ₹ 10.00 Crores
(Rupees Ten Crores) for business promotion, in which the Second Party is
engaged.

3) SCHEDULE OF DISBURSEMENT

Service Provider will arrange for disbursement of ₹ 10.00 CRORES in a single

tranche to be made available to the Receiver for execution of its business plan.

4) SERVICE CHARGES/ INCIDENTAL CHARGES

4.1 The Second Party/ Investee shall pay incidental charges of 1.50% of the
investment amount 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. In any case for whatsoever reason, if the transaction stated herein does
not succeed within a fortnight, the whole payment made to First Party will be
refunded back to Second Party thereafter.

4.2 The Second Party/ Investee agrees to pay a Service Charge of 8.50 % of the
investments to the First Party at the time of receiving the fund in its bank account.

SERVICE PROVIDER’S BANK DETAILS :

NAME OF THE BANK: UCO BANK

BRANCH : KASBA, KOLKATA-700-107.
ACCOUNT NUMBER : 20810210003442
IFSC : UCBA0002081

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 INVESTEE’S BANK DETAILS:

NAME OF THE BANK:

BRANCH :
ACCOUNT NUMBER :
IFSC :

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.

5) TERMS AND CONDITIONS OF INVESTMENT

5.1 Total investment amount: ₹ 10.00 Crores (Rupees Ten Crores).

5.2 First Tranche Investment: ₹ 10.00 Crores (Rupees Ten Crores).
5.3 The Tenure of investment shall be for 7 (Seven) years.
5.4 Rate of Interest will be 6.00% p.a., payable at quarterly intervals.
5.5 The Second Party shall provide copy of such necessary investment-related
documents, if any along with execution of this Agreement.
5.6 The date on which the fund hits Investee’s bank account will be deemed to be the
date of disbursement.
5.7 The principal amount is to be refunded 30-days prior to the date of completion of
seven years from date of disbursement as in para.5.6 above.

6) 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 Kolkata, India

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

7) 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;

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 (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.

8) 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”)

9) GOVERNING LAW

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

10) 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.

11) ENTIRE AGREEMENT

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 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.

12) 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.

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

G. N. DAS RISHAV MUKHERJEE
GLOBAL PROJECT & FINANCE CONSULTANCY RV’s- THE MOTOCLUB

PROPRIETOR AUTHORIZED SIGNATORY

Co. Seal: Co. Seal:

WITNESS:

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 1. Name:

2. Name:

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