Investment Agreement Template

INVESTMENT AGREEMENT

Date: Date

Between:

Company/Venture: Company Name

Business Type: Corporation/LLC/Partnership/Other

Address: Address

Registration Number: Business Registration Number

AND

Investor: Investor Name

Address: Address

Email: Email

Phone: Phone

RECITALS

WHEREAS, the Company is engaged in Business Description;

WHEREAS, the Investor desires to invest in the Company;

NOW THEREFORE, the parties agree as follows:

1. INVESTMENT AMOUNT

Total Investment: Currency Amount

Payment Schedule:

• Initial Payment: Amount on Date
• Second Payment: Amount on Date
• Final Payment: Amount on Date

Payment Method: Method

2. USE OF FUNDS

Investment funds shall be used for:

• Specific use 1
• Specific use 2
• Specific use 3
• General working capital

The Company shall not use funds for Prohibited uses.

3. OWNERSHIP/EQUITY

In exchange for the investment, Investor shall receive:

Option A - Equity:

• Percentage% ownership in the Company
• Number shares of Common/Preferred stock
• Par value: Amount per share

Option B - Convertible Note:

• Debt convertible to equity
• Conversion rate: Terms
• Conversion date: Date or trigger event

Option C - Revenue Share:

• Percentage% of gross/net revenue
• Duration: Period

4. VALUATION

Pre-Money Valuation: Amount

Post-Money Valuation: Amount

5. INVESTOR RIGHTS

The Investor shall have the right to:

Information Rights:

• Quarterly financial statements
• Annual audited financials
• Business updates Frequency

Board Representation:

• Board observer seat
• Voting board seat
• No board participation

Voting Rights:

• Vote on major decisions
• Specific voting rights

Preemptive Rights:

• Right of first refusal on new investment rounds
• Pro-rata participation rights

6. COMPANY OBLIGATIONS

The Company agrees to:

• Maintain proper books and records
• Provide regular financial reports
• Obtain investor approval for major decisions
• Maintain appropriate insurance
• Comply with all applicable laws

7. MAJOR DECISIONS REQUIRING APPROVAL

The following require Investor approval:

• Sale or merger of Company
• Issuance of new securities
• Debt exceeding Amount
• Amendment of governing documents
• Disposal of significant assets
• Change in business direction
• Other major decisions

8. REPRESENTATIONS AND WARRANTIES

### Company Represents:

• Company is duly organized and in good standing
• Authorized to enter this agreement
• Financial statements are accurate
• No pending litigation
• All material facts disclosed

### Investor Represents:

• Financial capacity to make investment
• Investment for own account
• Understands investment risks
• Accredited investor status, if applicable

9. COVENANTS

Affirmative Covenants - Company shall:

• Maintain existence and good standing
• Pay taxes and meet obligations
• Protect intellectual property
• Maintain insurance
• Provide financial reports

Negative Covenants - Company shall not:

• Incur debt exceeding Amount without approval
• Pay dividends without approval
• Sell substantial assets without approval
• Change business materially without approval

10. DILUTION PROTECTION

Anti-Dilution Provisions:

• Full ratchet
• Weighted average
• None

Triggering Events:

Describe down-round or other triggering events

11. EXIT RIGHTS

Drag-Along Rights:

If Percentage% of shareholders agree to sell, Investor must participate.

Tag-Along Rights:

If founders sell shares, Investor has right to participate.

Redemption Rights:

• Investor may require Company to repurchase shares
• Redemption date: Date
• Redemption price: Formula or amount

12. LIQUIDATION PREFERENCE

Upon liquidation or sale, Investor shall receive:

• Return of investment before other distributions
• Multiple, e.g., 2x times investment
• Participating preferred rights

13. VESTING (If Applicable)

Founder/Employee equity subject to:

• Vesting period: Duration
• Vesting schedule: Monthly/Quarterly/Annually
• Cliff: Duration

14. CONFIDENTIALITY

All parties shall maintain confidentiality of:

• Business information
• Financial information
• Terms of this agreement
• Other confidential matters

15. NON-COMPETE (If Applicable)

Non-compete terms for founders/key employees

16. DISPUTE RESOLUTION

Disputes shall be resolved through: 1. Good faith negotiation 2. Mediation 3. Arbitration in Location

17. TERMINATION

This agreement may be terminated by:

• Mutual written consent
• Breach by either party
• Other termination events

18. TERM

This agreement shall remain in effect until:

• Exit event (sale, IPO, etc.)
• Mutual termination
• Other end events

19. GENERAL PROVISIONS

• Governing Law: Jurisdiction
• Entire Agreement: This constitutes the entire agreement
• Amendment: Must be in writing
• Severability: Invalid provisions don't affect others
• Waiver: Must be in writing

SIGNATURES:

For the Company:

Signature: _______________________

Name: Name

Title: CEO/Authorized Signatory

Date: _______________________

Company Seal (if applicable)

For the Investor:

Signature: _______________________

Name: Investor Name

Date: _______________________

WITNESSES:

Witness 1:

Signature: _______________________

Name: Name

Date: _______________________

Witness 2:

Signature: _______________________

Name: Name

Date: _______________________

SCHEDULE A: Capitalization Table

Attach current cap table

SCHEDULE B: Financial Projections

Attach business plan and projections