Investment Agreement - Single Investor

This document outlines an investment agreement made between three parties: a company (the issuer of the shares), an investor, and managers. The document provides the terms upon which the investor and the managers have agreed to invest in the company. It includes clauses that govern the future affairs of the company, and outlines the obligations of the parties with respect to completing the investment, board conduct, and warranties.

The document begins by introducing the three parties to the agreement, and providing their principal places of business. It establishes that the managers are interested in purchasing shares in the company, and the investor has agreed to subscribe to shares in the capital of the company.

The agreement then details how the investment will occur, including the issue of shares and the price of the shares. It provides instructions for the completion of the investment, which will take place on the completion date, and outlines the resolutions that must be passed for the investment to proceed. The agreement also outlines warranties and the intellectual property that the managers will assign to the company.

Finally, the document includes information on the regulation of the board, including appointment and dismissal, and the conduct of board meetings. The parties are required to make reasonable efforts to ensure that any board meeting is attended by all parties involved.

Overall, this agreement establishes a framework for investment and governance for the company and its stakeholders. It lays out the requirements for investment and the expectations of the parties with respect to board conduct, intellectual property, and warranties.

How to use this Document?

This investment agreement outlines the terms agreed by three parties for the Investor to invest in the Company. Follow the steps below to use this document effectively:

1. Interpretation: Appendix 1 defines the meanings of words and expressions used in the agreement.

2. Investment: The Investor applies to invest in the Company by subscribing for shares. The Company warrants that it has the right to allot the shares to the Investor. The Managers agree to vote in favor of resolutions and waive their pre-emption rights, enabling the issuance of Investor Shares.

3. Completion: The Completion Date is the day on which the investment takes place. The Investor pays for the shares, and the shareholders pass resolutions, including the adoption of the Articles and the granting of authority to allot the Investor Shares. The Board meets and issues the shares to the Investor.

4. Warranties: Each party warrants that they have the power and authority to enter into this agreement, that their obligations under this agreement will be binding, and that the execution and delivery of this agreement will not result in any breach of applicable law. The Company also warrants that it has been duly incorporated and validly exists under the laws of its jurisdiction, and the information contained in Schedule 2 is true, complete, accurate and not misleading.

5. Intellectual Property: The Managers assign their rights, title, and interest in all intellectual property used by or material to the business of the Company.

6. The Board: The appointment, dismissal, and conduct of the Board are regulated in accordance with this agreement and the Articles. The Company provides reasonable notice and agendas to the Investor and appointed observers for Board meetings.

Using this document, the Investor can subscribe to the Company and receive Investor Shares. The Managers and the Board agree to the terms of the investment, and the Company provides warranties regarding its incorporation, existence, and the accuracy of Schedule 2 information. The Managers assign intellectual property rights to the Company. The Company provides reasonable notice and agendas to the Investor and appointed observers for Board meetings. By following the steps outlined above, the parties can successfully use this investment agreement.