Exhibit
10.8


 


[Lender]


 


and


 


Shanghai
Ruijia Network Technology Co., Ltd


 


and


 


Shanghai
Xiao-i Robot Technology Co., Ltd.


 


of


 


Investment
Agreement


 



    Page 1 of 5


     


    




 


Party
A: [Lender]


ID
number: [ ● ]


Address:
[ ● ]


Tel:
[ ● ]


 


Party
B: Shanghai Ruijia Network Technology Co., Ltd


Legal
representative: Xia Bin


Address:
1, No. 337, Shahe Road, Jiangqiao Town, Jiading District, Shanghai_Room 203 j441


 


Party
C: Shanghai Xiao-i Robot Technology Co., Ltd.


Legal
representative: Yuan Hui


Address:
1st floor, No. 383, Lane 1555, Jinshajiang Road, Jiading District, Shanghai


 


Whereas,
Party C, Shanghai Xiao-i Robot Technology Co., Ltd.(Xiao-i robot) is a representative cognitive intelligent commercial landing enterprise
in China. Since its establishment in 2001, it has focused on the independent research and development and commercial implementation of
cognitive intelligence related technologies based on natural language processing. Xiao-i robot has more than 500 patents and nearly 200
invention patents. Developed the first national artificial intelligence semantic library standard (GB / T 36339-2018), led the world’s
first international standard for AI emotion computing (ISO/IECJTC1/SC35 WD30150), and filled the technical gap of China’s first international
standard in this field. So far, it has served hundreds of large and medium-sized enterprises, covering the fields of smart city, smart
finance, smart manufacturing, smart energy, smart medical care and smart education, with more than 800 million end customers. Party B,
Shanghai Ruijia Network Technology Co., Ltd. is a wholly-owned subsidiary of Party C, and Party B has a working capital demand for daily
operations. [ ● ]of Party A has legal self-owned funds and is willing to invest in Party B in order to achieve win-win cooperation,



 


Party
A, Party B and Party C entered into this investment agreement in Shanghai on [ ● ],202[ ● ] (the “Agreement”).
The following matters are hereby agreed to be observed by all parties:


 


I.
 Investment Amount


 


Party
A voluntarily pays legal self-owned funds totaling RMB [ ● ] (in words: [ ● ]yuan only) to the following banking account
designated by Party B in a lump sum within three days after the signing of the Agreement:


 


Company
Name: Shanghai Xiao-i Robot Technology Co., Ltd.


Bank
of Deposit: [ ● ]


Account
No.: [ ● ]


 


OR


 


Company
Name: XIAO-I ROBOT TECHNOLOGY (H.K.) LIMITED


Bank
of Deposit: [ ● ]


Account
No.: [ ● ]


Swift
code: [ ● ]


Address:
[ ● ]


 


The
amount of Party B’s actual use of Party A’s funds shall be calculated based on the amount actually remitted by Party A to the above banking
account number designated by Party B.


 






    Page 2 of 5


     


    

 


II.
 Investment Income


 


(1)
Whereas Party B, Party C or Party C’s affiliates (including but not limited to the Cayman Islands company Xiao-I Corporation,
Zhizhen Artificial Intelligent Technology (Shanghai) Co. Ltd. (the “Proposed Listing Company”) intend to become a public
company and to be listed either in China or overseas, within one year (including one year) (the “Investment Period”) from
the date when Party A actually transfers the funds to the banking account designated by Party B, if and of Party B, Party C or Party
C’s affiliates is listed either in China or overseas and successfully closes the public offering. After Parties A and B reach an
agreement through consultation, they can obtain income in the following ways:


 


According
to the date when Party A actually transfers the funds to the banking account designated by Party B, [ ● ] shares (the “Number
of Convertible Shares”), which are converted based on the market value of the Proposed Listing Company corresponding to the funds
transferred by Party A: RMB [ ● ], shall be issued to Party A when the Proposed Listing Company is successfully listed in China
or overseas. Alternatively, the closing price of the ordinary shares on the date of listing of the Proposed Listing Company shall be
taken as the cash payment calculation standard, Party C shall pay the cash value corresponding to the shares of the listed company with
the Number of Convertible Shares to Party A in cash and pay within ten working days. Party C has the right to choose to either issue
shares or pay the cash value.


 


If
the Proposed Listing Company is successfully listed, but the market value of the Proposed Listing Company is less than 3 (“three”)
billion RMB according to the closing price on the listing day, Party B shall repay the principal and interest to Party A at the annual
interest of [ ● ]% in the actual time of use of the funds, and pay it within ten working days after the listing date.


 


(2)
Upon the expiration of the Investment Period, if the Proposed Listing Company to be listed fails to be listed in China or overseas,
Parties A, B and C together agree to pay off the debt owed to Party A in the following manner: Party B shall repay the principal and
interest to Party A at the annual interest of [ ● ] %, and pay within ten working days after the expiration of the Investment
Period.


 


(3)
Party A and Party B confirm that the Investment Income agreed in the Agreement includes tax, and the taxes related to the Investment
Income shall be borne by Party A. Party B has the right to withhold and pay the taxes that Party A shall bear according to the relevant
tax laws of the People’s Republic of China.


 


III.
Term of Use of the Funds 


 


(1)
The term of use of this funds is [ ● ] months, counting from the time when Party A’s funds are actually deposited to the banking
account designated by Party B; If Party B actually uses the funds for less than 12 months, the principal and interest of the investment
funds shall be paid according to the actual used period;


 


(2)
Parties A and B agree that the term of use of the funds can be extended 30 working days before the expiration of the use of the funds,
and the corresponding principal and interest shall be paid according to the actual term of use of the investment funds;


 


(3)
Parties A and B shall promptly inform Party C of the achievements or changes in the use of the investment funds, the time of settlement
and the method of settlement.


 






    Page 3 of 5


     


    

 


IV.
Each Party Warrants that:


 


Party
A guarantees that the funds it provides to Party B are legal self-owned fund, and there is no behavior of borrowing loans from financial
institutions or professional lending;


 


Party
B guarantees that the funds applicable to Party A under the Agreement will be used exclusively as the working capital for daily operations,
and will pay off to Party A on time when the settlement conditions agreed in the Agreement are met;


 


Party
C guarantees that if Party B fails to pay off the investment funds of Party A, Party C shall bear joint and several liabilities for the
investment funds that cannot be paid off.


 


V.
Effectiveness and Amendment


 


The
Agreement is made in three copies, with Party A, Party B and Party C, each holding one copy. It shall come into force upon the signatures
or seals of Party A, Party B and Party C. For matters not covered in the Agreement, the parties may negotiate and sign separate relevant
supplemental agreements.


 


VI.
Dispute Resolution


 


Any
dispute arising from or in connection with the Agreement between and among Party A, Party B and Party C shall be settled through friendly
negotiation on the basis of mutual understanding and in good faith. If any negotiation fails, each party has the right to bring a lawsuit
to the people’s Court of Jiading District, Shanghai.


 


(the
following is the signature page of the Agreement without text)


 



    Page 4 of 5


     


    




 


There
is no text on this page, which is only the signature and seal page of the investment agreement between [ ● ] and Shanghai Ruijia
Network Technology Co., Ltd. and Shanghai Xiao-i Robot Technology Co., Ltd.)


 


Party
A: [ ● ]


Date:
[ ● ]


 


Party
B: Shanghai Ruijia Network Technology Co., Ltd


Date:
[ ● ]


 


Party
C: Shanghai Xiao-i Robot Technology Co., Ltd.


Date:
[ ● ]


 


 


Page 5
of 5