Investment Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Investment Agreement

Investment Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

INVESTMENT AGREEMENT

This Investment Agreement (the “Agreement”) is made and entered into as of this {{day}} day of {{month}}, {{year}} (the “Effective Date”), by and between:

**[1] {{company_name}}**, a company duly incorporated and existing under the laws of {{jurisdiction}}, with its registered office located at {{company_address}} (hereinafter referred to as the “Company”); and

**[2] {{investor_name}}**, an individual/entity with identification number {{investor_id_number}}/registration number {{investor_registration_number}}, residing at/with its registered office located at {{investor_address}} (hereinafter referred to as the “Investor”).

Collectively, the Company and the Investor shall be referred to as the “Parties” and individually as a “Party”.

1. DEFINITIONS AND INTERPRETATION

**1.1** In this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them:

**“Investment Amount”** means the total sum of {{investment_currency}} {{investment_amount}} ({{investment_amount_in_words}}) that the Investor shall invest in the Company.

**“Shares”** means {{number_of_shares}} ({{number_of_shares_in_words}}) ordinary shares in the share capital of the Company.

**“Effective Date”** means the date first written above.

**1.2** Any reference to a person includes an individual, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) or two or more of the foregoing.

2. INVESTMENT

**2.1** The Investor hereby agrees to subscribe for, and the Company hereby agrees to allot and issue to the Investor, {{number_of_shares}} Shares in the Company at a subscription price of {{price_per_share}} per Share, for a total Investment Amount of {{investment_currency}} {{investment_amount}}.

**2.2** The Investment Amount shall be paid by the Investor to the Company on or before {{payment_due_date}} by way of {{payment_method}} to the Company’s bank account: {{bank_name}}, Account Number: {{bank_account_number}}, SWIFT Code: {{swift_code}}.

3. REPRESENTATIONS AND WARRANTIES

**3.1** Each Party represents and warrants to the other Party that:

**(a)** It has the full power, capacity, and authority to enter into and perform its obligations under this Agreement.

**(b)** This Agreement constitutes a legal, valid, and binding obligation on it, enforceable in accordance with its terms.

**3.2** The Company further represents and warrants to the Investor that:

**(a)** It is duly incorporated and validly existing under the laws of {{jurisdiction}}.

**(b)** The Shares to be issued to the Investor will be duly authorized, validly issued, fully paid, and non-assessable.

**(c)** All necessary corporate actions have been taken to authorize the execution, delivery, and performance of this Agreement.

4. CONDITIONS PRECEDENT

**4.1** The obligations of the Investor under this Agreement are conditional upon the satisfaction of the following conditions precedent on or before {{conditions_precedent_deadline}}, or such other date as the Parties may agree in writing:

**(a)** The Company providing the Investor with copies of its unamended founding documents.

**(b)** The Company providing evidence that all necessary corporate and regulatory approvals for the investment have been obtained.

**(c)** The Company providing an updated shareholder register reflecting the issuance of shares to the Investor.

5. COVENANTS

**5.1** The Company covenants with the Investor that, from the Effective Date until such time as the Investor ceases to hold Shares in the Company, it shall:

**(a)** Maintain proper books and records of account.

**(b)** Provide the Investor with annual audited financial statements within {{days_for_financial_statements}} days after the end of each financial year.

**(c)** Not issue any further shares or create any encumbrances over its assets without the prior written consent of the Investor.

6. GOVERNING LAW AND DISPUTE RESOLUTION

**6.1** This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.

**6.2** Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {{arbitration_institution}}.

**6.3** The seat of the arbitration shall be {{arbitration_city}}, {{arbitration_country}}.

**6.4** The language of the arbitration shall be English.

7. CONFIDENTIALITY

**7.1** Each Party undertakes that it shall not at any time during this Agreement, and for a period of {{confidentiality_period}} years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other Party, except as permitted by clause 7.2.

**7.2** Each Party may disclose the other Party's confidential information:

**(a)** To its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party's obligations under this Agreement.

**(b)** As may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

8. ENTIRE AGREEMENT

**8.1** This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

9. NOTICES

**9.1** Any notice or other communication given to a Party under or in connection with this Agreement shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

**9.2** A notice or other communication shall be deemed to have been received: if delivered by hand, when left at the address referred to in clause 9.1; if sent by pre-paid first-class post or other next working day delivery service, at {{time_of_delivery}} on the second working day after posting.

**9.3** This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

**FOR THE COMPANY:**

_____________________________

Name: {{company_signatory_name}}

Title: {{company_signatory_title}}

Date: {{company_signature_date}}

**FOR THE INVESTOR:**

_____________________________

Name: {{investor_signatory_name}}

Title: {{investor_signatory_title}}

Date: {{investor_signature_date}}