INVESTMENT AGREEMENT

INVESTMENT AGREEMENT THIS AGREEMENT ("Agreement") is entered into as of the ________ day of ____________________, _________, and between ___________________ ("Investor") and Caspian Investments ("Company"). The parties hereby agree as follows: Investor agrees to enter the investment agreement under the program (“Program”) terms and conditions chosen in Application Form I. Amendment, addition or termination of any program is subject to regulation under this agreement. INVESTMENT CONSIDERATION Investor agrees to invest with company the amount concurrently with execution of this Agreement and an additional amount during or after execution of this Agreement upon Investor’s will. All subsequent investments by Investor in order to add funds or under the payment schedule are regulated according to each Program terms and conditions unless otherwise agreed herein. INVESTMENT STRATEGIES Company investment objectives are to maximize current income, to the extent consistent with the preservation by investing in securities. The Fund attempts to meet its investment objective by following investment approach: A. Investing in high quality money market instruments, including: (1) US Treasury bills, notes and bonds; (2) obligations issued or guaranteed as to interest and principal by the US Government, its agencies, or instrumentalities and other such obligations that are neither insured nor guaranteed by the US Treasury, such as the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association and the Federal Home Loan Bank; (3) instruments of US and foreign banks, including certicates of deposit, banker’s acceptances and time deposits; these instruments may include Eurodollar Certicates of Deposit, Eurodollar Time Deposits and Yankee Certicates of Deposit; (4) commercial paper of US and foreign companies; (5) asset-backed securities; (6) corporate obligations of US and foreign companies;(7) variable and oating rate notes. B. Investing in Real Estate and Construction. 1. PAYMENTS AND ACCOUNTING 1.1 Company makes payments to its Investors according to Payment Schedule under the terms stipulated in the “Program” chosen by investor and is not subject to any amendment unless both parties agreed otherwise. Company performs its payment obligations with respect of the amount invested and updates automatically if subsequent deposits or withdrawals take place. Investor is not binded to keep principal amount till the date of maturity but may loose his interest earned in case of withdrawal of made prior to above date if such is stated in the Program. Payments made to Investor’s account in full or by installments may be withdrawn any time unless otherwise is stipulated hereunder. 1.2 Company provides to Investors its monthly statements with each program operation results and publishes quarter reports within thirty (30) days of the end of each quarterly period beginning January 1, April 1, July 1, and October 1. All gures reected in report indicate net prot of investors and free from charges or fees of any kind including incentive, management fees and other fees incurred during company’s operating. Each report provides information of Company’s operating results in a stated time period and can not in any reect information of future prots or losses. 2. WITHDRAWALS AND DEPOSITS 2.1 All investments made are subject to withdrawal at any time. See clause 1.1 Payments and accounting. 2.2 Withdrawal can be made only to investor’s account it was deposited from and is not subject to be resent to third party account unless otherwise agreed hereunder. 2.3 Any subsequent deposits made in addition to the principal amount are updated automatically once they are accepted. 3. REPRESENTATIONS AND WARRANTIES To induce Investors to enter into this transaction, the Company represents and warrants to the Investors as of the date hereof (which representations and warranties shall survive the execution and delivery of this Agreement and the funding of the Investment) as set forth below. 3.1 Organization; Good-Standing. The Company is a corporation duly formed, validly organized and in good standing in the jurisdiction of its formation. All constituent documents of the Company, and all amendments and supplements to any of the foregoing (collectively, the "Company Constituent Documents"). All of the Company Constituent Documents are in full force and eect as of the date hereof. 3.2 Qualication. The Company is duly qualied to conduct business as it is currently being conducted and, except where failure to be qualied would not reasonably be expected to cause, is in good standing as a foreign corporation in all jurisdictions in which the nature of its business or location of its owned and leased property and assets requires such qualication. 3.3 Power and Authority. The Company has full power and authority to enter into this Agreement and each of the other investment documents, to incur the obligations as contemplated hereby, and to carry out the provisions of this Agreement and each of the other investment documents. The Company has taken all action necessary for the execution and delivery of this Agreement and each of the other investment documents and for the performance by the Company of each of its obligations hereunder and there under, as evidenced by corporate resolution. 3.4 Enforceability. Upon execution and delivery by each of the parties thereto, this Agreement and each of the other investment documents shall be the legal, valid and binding obligations of the Company and shall be enforceable against the Company in accordance with their respective terms. 3.5 Litigation. The Company is not a party to nor has been, to the Company`s Knowledge, threatened by, any suits, actions, claims, investigations by Governmental Authorities or legal, administrative, arbitration or mediation proceedings. The Company has no Knowledge of any basis or grounds for any such suit, action, claim, investigation or proceeding. 3.6 Orders; Decrees; Judgments. There are no outstanding orders, judgments, writs, injunctions or decrees of any court, Government Authority or arbitration or mediation panel or tribunal against or aecting the Company, any of the collateral or any of the other properties. 4. EXPENSES AND INDEMNIFICATION 4.1 Fees and Expenses. The Company shall pay, as and when due, all of the following fees and expenses: (a) the fees and expenses of its own counsel; (b) any registration or qualication costs required in connection with the issuance of the Debentures, the Warrants, the Additional Warrants (if applicable), the Redemption Warrants (if applicable), or otherwise required pursuant to the terms of this Agreement; (c) any recordation, transfer, documentary or other taxes or costs of, or incidental to, any recording or ling of any of the Security Documents (including any nancing statements) concerning the Collateral; and (d) any income, excise, franchise or other taxes of the Company incident to the transactions described herein. 4.2 Survival; Timing of Payments. Notwithstanding any other provision hereof, the provisions of this Article 6 and any other indemnication provisions contained in this Agreement and the other Investment Documents shall survive and remain operative and in full force and eect regardless of the termination of this Agreement or expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of the Debentures and satisfaction and discharge of the other monetary Obligations, the invalidity or unenforceability of any term or provision of this Agreement, the Debentures or any Security Documents, or any investigation made by or on behalf of any of the Holders. 4.3 Third Party Claim Procedures. In the event that any claim or demand is asserted by a third party against any of the Holders (a "Third Party Claim"), which could result in the Company being liable to any Holder, such Holder will send a Claim Notice to the Company within ten (10) days of the Holder receiving notice of the Third Party Claim. In the event that the Holder fails to notify the Company of such Third Party Claim within said ten (10) day notice period, the Company shall not be relieved from any liability it may have to that Holder with respect thereto, unless the Company is damaged or materially prejudiced from adequately defending such Third Party Claim. In the event the Company noties the Holder within thirty (30) days after the Holder has given notice of the matter that the Company is assuming the defense thereof, (A) the Company will defend the Holder against the matter with counsel of its choice reasonably acceptable to the Holder at the cost and expense of the Company, (B) the Holder may retain separate co-counsel at its sole cost and expense, (C) the Holder will not consent to the entry of any judgment or enter into any settlement or compromise with respect to the matter without rst consulting with the Company, and (D) the Company will not consent to the entry of any judgment with respect to the matter, or enter into any settlement or com-promise which does not include a provision whereby the plainti or claimant in the matter releases the Holder from all liability with respect thereto, without the written consent of the Holders (not to be withheld unreasonably). In the event the Company does not notify in writing the Holder within thirty (30) days after the Holder has given notice of the matter that the Company is assuming the defense thereof, however, the Holder may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate. 5. LIMITATION OF LIABILITY (a) Investor agrees to indemnify, defend and hold harmless Company and each appli-cable Marketer (and their respective ocers, directors, employees, shareholders and Investors) from and against any and all liability, claims, losses, dam-ages, injuries or expenses (including reasonable attorneys´ fees) directly. (b) Company agrees to indemnify, defend and hold harmless Investor (and its respective ocers, directors, employees, shareholders and Investors) from and against any and all liability claims, losses, damages, injuries or expenses (including reasonable attorneys´ fees) directly or indirectly arising from or relating to any breach of this Agreement by Company. (c) Neither Investor, Company nor any Marketer shall be liable to one another for any special, consequential (even if a party has been informed of the possibility of such damages), incidental, punitive or indirect damages, losses, costs or expenses of any kind arising out of this Agreement or its termination, however caused, and whether based in contract, tort (including negligence), products liability or any other theory of liability regardless of whether such party has been advised of the possibility of such damages, losses, costs or expenses. Neither Investor, nor Company shall be liable to one another for lost or imputed prots arising out of this Agreement or its termination. 6. CONFIDENTIALITY In connection with the business relationship contemplated by this Agreement, each party may receive or have access to commercially valuable technical and non-technical condential or proprietary information of the other ... - tailieumienphi.vn