Investment Agreement

Introduction and Scope

This Investment Agreement (the “Agreement”) constitutes a binding contract between Bhupen Varsani (operating the Varsani Capital platform) (the “Issuer”) and the individual subscribing for fixed rate notes (the “Noteholder”). By subscribing for one or more Notes, the Noteholder agrees to be bound by the terms and conditions set out in this Agreement. This is a private arrangement available by invitation only.

This Agreement should be read alongside the Risk Disclosure and Terms of Service, which together form the complete contractual framework governing the issuance, holding, and redemption of Notes.

Definitions and Interpretation

In this Agreement, the following terms shall have the meanings set out below unless the context requires otherwise:

• Agreement — this Investment Agreement, as amended from time to time.
• Business Day — a day on which banks in England are open for general commercial business, excluding Saturdays, Sundays, and public holidays.
• Commencement Date — the date on which a Note is issued to the Noteholder and interest begins to accrue.
• Interest Rate — the fixed annual rate of interest applicable to a Note, as agreed at the time of subscription.
• Issuer — Bhupen Varsani, operating the Varsani Capital platform.
• Maturity Date — the date on which the Principal of a Note becomes due and payable to the Noteholder.
• Note — a fixed rate debt instrument issued by the Issuer to the Noteholder on the terms set out in this Agreement.
• Noteholder — the individual who has been invited to subscribe for and holds one or more Notes.
• Platform — the Varsani Capital website and any associated digital services through which Notes are administered.
• Principal — the original capital amount invested by the Noteholder in a Note.
• Repayment Type — the repayment profile applicable to a Note, being either “interest only” (monthly interest payments with the Principal returned as a lump sum at maturity) or “capital and interest” (fixed monthly payments comprising interest and capital repayment, with the balance declining to zero at maturity).

The Notes

The Notes are unsecured, non-convertible, fixed rate debt instruments issued by the Issuer as a private arrangement to invited individuals only. Each Note represents an unconditional obligation of the Issuer to pay interest and repay the Principal in accordance with the agreed Repayment Type.

Notes are available with terms of three, five, or ten years. The specific term and Repayment Type applicable to each Note are agreed at the time of subscription and are recorded on the Platform.

The Notes are not shares, units in a collective investment scheme, or any other form of equity participation. Noteholders have no ownership interest in Varsani Capital, no voting rights, and no entitlement to dividends or a share in profits. The Notes are not protected by the Financial Services Compensation Scheme (FSCS) or any equivalent deposit protection arrangement.

Subscription and Investment

The minimum subscription amount is £5,000 per Note. The Issuer reserves the right to amend the minimum subscription threshold for future issuances at his sole discretion.

Acceptance of a subscription is at the Issuer’s sole discretion. The Issuer may decline any subscription without providing a reason. A Note is deemed issued only upon receipt of cleared funds and written confirmation from the Issuer. Subscription is available by invitation or referral only and is not open to the general public.

The Noteholder confirms that all funds used for subscription are from legitimate sources and that the Noteholder complies with all applicable anti-money laundering legislation. The Issuer may request such documentation as he considers necessary to verify the identity of the Noteholder and the source of funds.

Payments

Interest on each Note accrues at the fixed rate per annum agreed at the time of subscription. Interest is calculated on the outstanding Principal balance using an actual/365 day count convention. Payments are made monthly on the anniversary of the Commencement Date by direct credit to the Noteholder’s designated bank account.

For interest-only Notes, each monthly payment comprises interest only. The Principal remains outstanding for the full term and is repaid as a lump sum at maturity. For capital-and-interest Notes, each monthly payment is a fixed amount calculated using a standard annuity formula, comprising a declining interest component and an increasing capital repayment. The outstanding balance reduces to zero over the term of the Note.

Paid transactions are automatically reflected in the Noteholder’s schedule on the Platform. An automated payment confirmation email is sent to the Noteholder on each payment date, detailing the amount paid, total interest paid to date, interest remaining, and the number of payments remaining.

Maturity and Redemption

For interest-only Notes, the Issuer shall repay the full Principal amount on the Maturity Date by direct credit to the Noteholder’s designated bank account. The final monthly interest payment and the Principal repayment are made on the same date.

For capital-and-interest Notes, the Principal is repaid progressively through the monthly payments over the term of the Note. The final monthly payment discharges the remaining balance in full on the Maturity Date.

In both cases, the redemption is automatically reflected in the Noteholder’s schedule on the Platform and a payment confirmation email is sent to the Noteholder on the Maturity Date.

Upon the final payment at maturity, all obligations of the Issuer in respect of the relevant Note shall be discharged in full.

Early Redemption

The Noteholder may request early redemption of a Note prior to the Maturity Date via the Platform. Upon submission, the redemption request is submitted to the Issuer for processing. The Noteholder may cancel the request before confirming it on the Platform, but a submitted request may not be withdrawn.

All early redemptions shall be subject to an early redemption charge. For interest-only Notes, the charge equals the total interest due on the outstanding balance for the remaining term. For amortising Notes, the charge equals the sum of the remaining scheduled interest payments. The early redemption charge shall be deducted from the outstanding Principal, and the net amount shall be returned to the Noteholder.

The Platform displays the early redemption charge and net amount returned before the Noteholder confirms the request. The figures displayed represent the amounts that will be applied upon settlement. A redemption calculator is available on the Platform and may be consulted prior to submitting a request.

Settlement of early redemptions is typically completed within five Business Days, reflecting T+2 LSE settlement plus one to two days for broker withdrawal processing.

Representations and Warranties of the Noteholder

By subscribing for a Note, the Noteholder represents and warrants to the Issuer that:

• The Noteholder is at least eighteen years of age and has the legal capacity to enter into this Agreement.
• The Noteholder has read and understood the Risk Disclosure and is aware of the risks associated with investing in the Notes.
• The funds used for subscription are derived from legitimate sources and the Noteholder is in compliance with all applicable anti-money laundering and counter-terrorism financing legislation.
• The Noteholder is investing on their own behalf and for their own account, unless otherwise disclosed to the Issuer in writing.
• The Noteholder has not relied on any advice, recommendation, or representation made by the Issuer in making the decision to invest, other than the information contained in this Agreement and the Risk Disclosure.
• The Noteholder understands that the Notes are a private arrangement between the Noteholder and the Issuer and are not a regulated financial product.

Obligations of the Issuer

The Issuer undertakes to:

• Pay interest to the Noteholder in accordance with the terms of this Agreement.
• Repay the Principal in full on the Maturity Date or, where early redemption is agreed, on the agreed early redemption date less any applicable charges.
• Maintain accurate records of all Notes issued, interest payments made, and redemptions processed.
• Act in good faith and with reasonable care in the management of funds received from Noteholders.
• Provide the Noteholder with reasonable access to information regarding their Notes via the Platform.

Events of Default

An event of default shall occur if:

• The Issuer fails to pay any amount due under this Agreement within thirty Business Days of the due date.
• The Issuer becomes bankrupt, is subject to an individual voluntary arrangement, or any analogous proceeding under applicable law.
• The Issuer commits a material breach of this Agreement that remains unremedied for thirty Business Days after written notice from the Noteholder.

Upon the occurrence of an event of default, the Noteholder may by written notice to the Issuer declare the Principal and all accrued but unpaid interest immediately due and payable.

Limitation of Liability

The total liability of the Issuer to the Noteholder in respect of any Note shall not exceed the aggregate of the Principal amount and any accrued but unpaid interest on that Note.

The Issuer shall not be liable for any indirect, consequential, or incidental loss or damage arising out of or in connection with this Agreement, including but not limited to loss of profit, loss of opportunity, or loss of anticipated savings, whether arising in contract, tort, or otherwise.

Notices and Communications

Any notice or communication under this Agreement shall be in writing and may be delivered by email to the address registered on the Platform or by notification through the Platform itself.

Notices sent by email shall be deemed received on the next Business Day following the date of sending. Notices published on the Platform shall be deemed received on the date of publication.

Amendments

The Issuer reserves the right to amend the terms of this Agreement from time to time. Material amendments shall be communicated to Noteholders in writing with no less than thirty days’ prior notice. Continued holding of Notes following the effective date of any amendment shall constitute acceptance of the revised terms.

General Provisions

This Agreement, together with the Risk Disclosure and Terms of Service, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior agreements, understandings, and representations, whether written or oral.

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

No failure or delay by the Issuer in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude any further exercise of that or any other right.

The Noteholder may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Issuer.

Nothing in this Agreement is intended to confer any benefit on, or be enforceable by, any person who is not a party to this Agreement.

Governing Law and Jurisdiction

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.