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Enter the full legal name of this party exactly as it appears on their ID or business registration.
Enter the full legal name of this party exactly as it appears on their ID or business registration.
An Investment Agreement is the binding contract between a company and an investor documenting the terms of a private investment — the amount invested, the form of consideration (equity ownership, revenue share, convertible note, or SAFE), representations and warranties by both parties, investor rights (information rights, anti-dilution protections, pro-rata rights), and restrictions on transfer. Unlike a term sheet (which is generally non-binding), this executed agreement creates legally enforceable obligations. Note: investments in securities are subject to federal (SEC) and state securities law compliance; this template is for reference and does not constitute securities law advice. Fill out this free investment agreement (equity or revenue share) template online, e-sign it digitally, and download a legally valid PDF. no account or lawyer needed. Sections: Parties, Investment Terms.
IMPORTANT LEGAL NOTICE: This Agreement involves an investment in a private company. Investments in private companies carry significant risks, including loss of the entire investment. This Agreement is not registered under the Securities Act of 1933 or any state securities law. The securities represented by this Agreement are subject to restrictions on transfer. Consult qualified legal and financial advisors before proceeding.
This Investment Agreement (the "Agreement") is entered into as of ______________ by and between ______________, a company located at ______________ (the "Company"), and ______________, located at ______________ (the "Investor").
Subject to the terms and conditions of this Agreement, Investor agrees to invest $0.00 (the "Investment") in the Company, and the Company agrees to accept the Investment in exchange for the consideration described in Section 2 below.
In exchange for the Investment, Company agrees to provide the following consideration: ______________ — as described in the attached term sheet.
The Company agrees to use the Investment proceeds solely for the following purposes: ______________. The Company shall not use the Investment proceeds for any other purpose without Investor's prior written consent. The Company shall maintain records sufficient to document how the Investment proceeds were used and shall make such records available to Investor upon request.
The Company hereby grants Investor the following rights: ______________. The Company shall promptly inform Investor of any material adverse change in the Company's business, financial condition, or prospects.
The Company represents and warrants that: (a) the Company is duly organized and in good standing under the laws of its state of organization; (b) the Company has the full power and authority to enter into this Agreement; (c) this Agreement has been duly authorized by all required action of the Company's governing body; (d) the issuance of the consideration described herein does not violate the Company's governing documents or any agreement to which the Company is a party; (e) the Company has disclosed all material information about its business, financial condition, and prospects that a reasonable investor would consider material; and (f) the Company is in compliance with all applicable laws and regulations in all material respects.
The Investor represents and warrants that: (a) Investor has the legal capacity and authority to enter into this Agreement; (b) Investor is an "accredited investor" as defined under Rule 501 of Regulation D under the Securities Act of 1933, or is making this investment pursuant to another available exemption from registration; (c) Investor is investing for Investor's own account and not as agent or nominee for any other person; (d) Investor has reviewed all information provided by the Company, has had the opportunity to ask questions, and has made an independent decision to invest; (e) Investor understands that the Investment is speculative, involves substantial risk, and may result in total loss; and (f) Investor acknowledges that the securities being acquired are restricted securities under applicable law.
The securities issued pursuant to this Agreement are restricted securities and may not be sold, transferred, assigned, pledged, or hypothecated without the prior written consent of the Company, except (a) to a revocable living trust for estate planning purposes, (b) to a family member, or (c) pursuant to applicable securities laws. Any purported transfer in violation of this Agreement shall be void.
This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without regard to its conflict-of-laws principles.
Any dispute arising from this Agreement shall be resolved by binding arbitration under the AAA Commercial Rules, in the state where the Company is incorporated. The prevailing party shall be entitled to recover reasonable attorney's fees and costs.