INVESTMENT AGREEMENT (SIMPLE / SEED STAGE)
THIS AGREEMENT is made on [Date],
BETWEEN:
[Company Name], a company incorporated under the laws of [Jurisdiction], with its principal place of business at [Company Address] ("Company");
AND
[Investor Name], residing at [Investor Address] ("Investor").
WHEREAS
- The Company is seeking investment to fund its business operations and growth;
- The Investor wishes to invest in the Company under the terms set out in this Agreement.
NOW, THEREFORE, the parties agree as follows:
1. DEFINITIONS
1.1. "Shares" means [Number and Class of Shares] of the Company to be issued to the Investor under this Agreement.
1.2. "Investment Amount" means the sum of [Investment Amount] to be paid by the Investor.
1.3. "Closing Date" means the date on which the Investment Amount is received by the Company.
2. INVESTMENT AND SUBSCRIPTION
2.1. The Investor agrees to invest the Investment Amount in the Company in exchange for the Shares.
2.2. The Company shall issue and allot the Shares to the Investor upon receipt of the Investment Amount.
3. USE OF FUNDS
3.1. The Company shall use the Investment Amount solely for [Brief Description of Intended Use, e.g., business development, product development, marketing, etc.].
4. REPRESENTATIONS AND WARRANTIES
4.1. By the Company:
- The Company is duly incorporated and has the authority to enter into this Agreement.
- The Shares will be issued free from all liens and encumbrances.
- The execution of this Agreement does not violate any other agreement or law.
4.2. By the Investor:
- The Investor has the legal capacity to enter into this Agreement.
- The Investor understands and accepts the risks associated with investing in early-stage companies.
5. CONDITIONS PRECEDENT
5.1. The obligations of the parties are subject to the following conditions being met on or before the Closing Date:
- The Investor has paid the Investment Amount in full.
- All necessary corporate approvals for the issuance of the Shares have been obtained.
6. SHAREHOLDER RIGHTS
6.1. The Shares issued to the Investor will have the following rights:
- [Voting Rights/Non-Voting Rights]
- [Dividend Rights, if any]
- [Information Rights, e.g., access to financial statements, board meetings, etc.]
6.2. The Investor shall be subject to the same rights and obligations as other shareholders of the Company.
7. CONFIDENTIALITY
7.1. Both parties agree to keep confidential all information received from the other party in connection with this Agreement, except as required by law or with prior written consent.
8. TERM AND TERMINATION
8.1. This Agreement shall become effective on the Effective Date and remain in force until all obligations herein have been fulfilled.
8.2. Either party may terminate this Agreement by written notice if the other party materially breaches its obligations and fails to remedy such breach within [Notice Period Days] days of receiving written notice.
9. MISCELLANEOUS
9.1. Entire Agreement
This Agreement contains the entire understanding between the parties and supersedes all prior agreements, whether written or oral.
9.2. Amendments
Any amendment to this Agreement must be in writing and signed by both parties.
9.3. Notices
All notices under this Agreement shall be in writing and sent to the addresses stated above (or such other address as notified in writing).
9.4. Assignment
Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party.
9.5. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
10. DISCLAIMER
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Investment Agreement as of the date first written above.
For the Company:
Name: ___________________________
Title: ___________________________
Signature: _______________________
Date: ___________________________
For the Investor:
Name: ___________________________
Signature: _______________________
Date: ___________________________
