This Investment Agreement (hereinafter referred to as the "Agreement") is entered into on (the "Effective Date") by and between , a company incorporated under the laws of the State of , having its registered place of business at , duly represented by (the "Company"), and
, an individual having their usual place of living at (the "Investor"), collectively referred to as the "Parties" and individually as the "Party".
WHEREAS the Company was formed with the objective of developing, commercializing, and operating the identified business concept, including any subsequent iteration of the business concept developed by the Company, and the Company is engaged in the business of (the "Business");
WHEREAS the Company has determined that it needs additional capital to finance its Business and has decided to offer and issue shares to fundraise from the Investor, as may be applicable;
WHEREAS the Investor is interested in making the investment in the Company (the "Investment") and has agreed to subscribe for a specific number of Company shares subject to terms and conditions set forth in this Agreement to facilitate the Business;
WHEREAS the Parties intend this Agreement to be a legally binding arrangement between them, and each Party acknowledges that it has had the opportunity to review the terms of this Agreement and to seek legal counsel's advice before entering into this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and obligations set forth herein, and upon other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties have agreed as follows:
SUBJECT MATTER. The Investor agrees to subscribe for the shares of the Company, and the Company agrees to issue and deliver to the Investor of common shares in the Company with a nominal value of per share (the "Shares") for the total subscription price of (the "Purchase Price").
Commencing on the Effective Date of this Agreement, the Parties agree to undertake any necessary action and execute, acknowledge, and deliver any additional documents reasonably requested by the other Party to fulfill the purposes of this Agreement effectively.
If, at any point in the future, the Company proposes to sell and issue any equity securities, such as the Shares of the Company, in a single transaction or series of related transactions, resulting in gross proceeds to the Company of at least (the "Qualified Financing"), the Company shall deliver the written notice to the Investor. This notice shall include the genuine intention of the Company to offer such Shares, the amount and type of Shares to be offered, and the price and terms upon which it proposes to offer these securities. Upon receiving such notice, the Investor shall be entitled to exercise any applicable rights specified in this Agreement.
PAYMENT TERMS AND PROCEDURE. The Investor undertakes to pay the Company the Purchase Price owed under this Agreement within days (the "Due Date") after the Effective Date.
Payment method. The Investor shall pay the Company for the Shares by cash.
DISTRIBUTION AND FINANCIAL ISSUES
Determination of net profit and loss. Net profit and loss for each fiscal year of the Company shall be determined after all necessary adjustments, including depreciation, amortization, and taxes.
Distribution of net profit. The Company shall annually distribute net earnings exceeding to the Investor, proportionate to the number of Shares held by the Investor. The Investor concurs with the possibility of temporary halts or delays in distributions if the Company requires retaining income to sustain a robust and favorable financial state. In such cases, any profit distribution shall occur within days after determining the net profit for the relevant fiscal year. Such distribution shall be made proportionally to the Investors' ownership of the Shares.
DISSOLUTION
TERM AND TERMINATION. This Agreement shall commence on the Effective Date and shall continue until unless otherwise agreed by the Parties in writing or required by specific legal provisions of the applicable law.
This Agreement may be terminated by the Investor at any time before the termination date, regardless of the cause. The Investor is required to initiate a termination request at least days before the planned termination date. If the Investor decides to terminate this Agreement, the first opportunity to purchase the Investor's Shares will be given to the majority shareholders. If the majority shareholders decide not to acquire these Shares, the right of first refusal then transfers to the other shareholders. Following this process, the Investor may then proceed to offer the Shares to an external third party. It is prohibited for the Investor to sell the Shares to any individual or entity that operates within the same or similar Business as the Company. Furthermore, the majority shareholders of the Company retain the ultimate authority to approve any potential buyers of the Investor's Shares.
Upon the termination of this Agreement, the Shares shall continue to be subject to the transfer restrictions set forth in this Agreement.
GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement shall be governed by and construed in accordance with the laws of the State of , except for its conflict of laws principles. Any disputes relating to this Agreement or its breach that cannot be resolved by negotiations between the Parties shall be brought exclusively in the courts located in the State of .
LEGAL COUNSEL. The Party acknowledges that a legal counsel represents the Investor and that the Investor's legal counsel drafted this Agreement. The Parties have been advised to seek independent legal advice with respect to the transactions described in this Agreement and have had an adequate opportunity to seek legal counsel with respect to this transaction.
LIMITATION OF LIABILITY AND INDEMNIFICATION. The Company shall indemnify and hold harmless the Investor and the Investor's members, managers, employees, agents, and affiliates ("Indemnified Person") from any demands, claims, damages, liabilities, or expenses, and no Indemnified Person shall have any liability to the Company or its members, shareholders, security holders, or creditors for any damages, liabilities or expenses resulting from or related to this Investment.
PRIORITY. In the event of any contradiction between this Agreement and critical statutory documentation of the Company, including but not limited to the articles of organization or operational agreement, the statutory documentation of the Company and its respective provisions shall consistently take precedence.
NOTICE. Any notice, request, demand, or other communication required to be given under this Agreement shall be in written form. It shall be deemed duly given if delivered personally or sent by registered mail to the address set forth below. It may also be delivered to the email addresses set forth below:
If to the Company:
Email: ;
Phone number: .
If to the Investor:
Email: ;
Phone number: .
Either Party may change its address for receipt of notices by giving written notice to the other Party. The notices shall be deemed received on the day of delivery if sent by hand or courier service or on the third business day after the date of posting if sent by registered mail.
SEVERABILITY. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the Parties and supersedes all prior or contemporaneous agreements, understandings, negotiations, or discussions, whether oral or written, relating to the subject matter of this Agreement.
AMENDMENTS. This Agreement may be amended or modified exclusively by a written agreement signed by the Parties.
ANNEXES. Any annexes, appendices, schedules, and exhibits to this Agreement are considered integral parts of this Agreement. In case of any inconsistencies between the provisions of the Agreement and its Annexes, the provisions of the Agreement shall prevail.
IN WITNESS WHEREOF, the Parties have executed this Agreement in , County, State of as of the Effective Date.
THE COMPANY |
THE INVESTOR |
, USA
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, USA
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