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Investment Agreement - Syndicate PE Investors

Manager / Founder Friendly

Looking for an investment agreement between a private equity syndicate and a company founder/manager? Our agreement outlines parties, consideration, and important representations/waivers.

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Document Description

This document outlines an Investment Agreement for private equity investors and the company founder. The contract outlines the terms for equity financing, investor protections, and startup financing. The agreement requires the investors and managers to subscribe for shares in the capital of the company and issue shares and loan stock according to the terms and schedule provided in the agreement. The contract also outlines the conditions, waivers, and syndication arrangements that the investors and managers must agree to implement.

The legal agreement prohibits any activity or transactions by the company until the completion of the agreement, except as expressly contemplated in the contract or required to acquire the target company. The document includes the trading value, consideration, representations, and the obligations that the parties must perform at the completion of the agreement. The investment agreement is governed by the investor terms and capital investment and includes a syndication arrangement that allows for subscription shares for cash at a specific price per preference share and ordinary share. The contract aims to ensure that the investors and managers fulfil the necessary conditions and use all reasonable endeavours to ensure the fulfilment of each of the conditions within a specific time frame.

How to use this Document?

1. Read the document to ensure that it is relevant to your investment needs.

2. Ensure that you understand the meaning of the terms used in the document by referring to Appendix 1.

3. Check the Schedules section of the document as it forms an integral part of the agreement.

4. Confirm that the due date for completion of the Sale and Purchase Agreement (the Payment Date) is suitable for you.

5. On or before the Payment Date, procure that the funds deliverable by you to the Company pursuant to paragraphs 2, 4, and 5 of Schedule 1 are delivered to the bank account stated in paragraph 2.1 of the document.

6. Verify that the monies payable to the Company under paragraphs 2, 4, and 5 of Schedule 1 have been received into the Bank Account and that interest earned on the funds has been returned to you.

7. On completion and satisfaction of the conditions, subscribe for shares and loan stock as provided for in Schedule 1 and 3, and perform other obligations at the time and in the manner stated in Schedule 1.

8. Ensure that the Company does not carry on any business or enter into any transaction before completion except as expressly contemplated in the agreement or required to acquire the target or pursuant to the Financing Documents.

9. Use all reasonable endeavours to ensure that each of the conditions precedent to completion is fulfilled before the expiry date.

10. If any Condition set out in clause 4.1 is not fulfilled (or waived) on or before the expiry date, the agreement automatically terminates and ceases to have any effect, and no party will have any claim against any other party (except for accrued rights arising from any earlier breach of the Agreement).

11. If syndication shares are available for subscription, review section 5 of the document for more information.

This Investment Agreement is an agreement entered into between (1) the company, (2) investors, and (3) managers who have agreed to subscribe to shares in the capital of the company on certain terms. The document contains the provisions governing the future affairs of the company that the investors and managers have agreed to implement. The agreement has certain conditions precedent to completion, and if not fulfilled, the agreement will terminate. If you are considering investing in a company, this document is important, and you must ensure that you understand it before signing.

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