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Investment Agreement

An Investment Agreement is an agreement between a company and an investor for the sale of shares in the capital stock of the company to the investor for a certain amount of money. This agreement contains a definition section to ensure the parties fully understand the terms of the agreement. Use this form when selling company stock to an investor for a specified price. This document in its draft form contains numerous of the standard clauses commonly used in these types of agreements; however, additional language may be added to allow for customization to ensure the specific terms of the parties agreement are addressed.



Investment Agreement
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An Investment Agreement is an agreement between a company and an investor for the
sale of shares in the capital stock of the company to the investor for a certain amount of
money. This agreement contains a definition section to ensure the parties fully
understand the terms of the agreement. Use this form when selling company stock to
an investor for a specified price. This document in its draft form contains numerous of
the standard clauses commonly used in these types of agreements; however, additional
language may be added to allow for customization to ensure the specific terms of the
parties agreement are addressed.
                                INVESTMENT AGREEMENT
        THIS INVESTMENT AGREEMENT (the “Agreement”), made this ____ day of
___________, 2_____ (the “Effective Date”), by and among ______________ (the “Company”)
and _____________ (the “Purchaser”).

       WHEREAS the Company and the Purchaser have entered into a Stock Purchase
Agreement dated the ___ day of _________, 2____ (the “Purchase Agreement”) whereby the
Company agreed to sell to the Purchaser and the Purchaser agreed to purchase from the
Company ________ (____) shares of _______________ stock (the “Purchased Shares”);

        AND WHEREAS pursuant to the terms and conditions of the Purchase Agreement, the
Company and the Purchaser are desirous of entering into an agreement to provide for the
ownership of the Purchaser’s Purchased Shares.

       NOW THEREFORE in consideration of the premises and mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the Company and the Purchaser hereto, the Company and the Purchaser
hereby agree with one another as follows:

1.00     INTERPRETATION
1.01     Definitions
          Whenever used in this Agreement, unless there is something in the subject matter or
context inconsistent therewith, the following words and terms shall have the respective meanings
ascribed to them in this Section 1.00:

(a)       “Affiliate” means with respect to a specified Person, any Person that directly or
indirectly controls, is controlled by, or is under common control with, the specified Person, and
that Person's spouse, estate, personal representative or lineal descendants or any trust for the
benefit of such Person and/or such Person's spouse and/or such Person's lineal descendants or
any entities controlled by such Person. As used in this definition, the term "control" means the
possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through ownership of voting securities, by contract or
otherwise.

(b)        “Agreement” means this Agreement, as amended from time to time;

(c)       “Board of Directors” means the Board of Directors of the Company at any given time
or times;

(d)       “Common Stock” shall mean the Common Stock of the Company which has a par
value of $_______ Dollars per share;




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(e)     “Class A Stock” shall mean the Class A Stock of the Company which has a par value
of $_______ Dollars per share;

(f)        “Company” shall mean the Company as set out in the preamble to this Agreement;

(g)        “Act” shall mean the Act of the governing jurisdiction of the Company;

(h)       “Directors” shall mean the person or persons who have been duly elected to the Board
of Directors of the Company from time to time;

(i)       “Parties” means the Company and the Purchaser, collectively, and “Party” means any
one of them;

(j)        “Person” shall mean any individual, corporation, association, partnership (general or
limited), joint venture, trust, estate, limited liability company, or other legal entity or
organization; “Person” includes an individual, corporation, partnership, joint venture, trust,
unincorporated organization, the Crown or any agency or instrumentality thereof or any other
juridical entity;
1.02 Gender and Number. In this Agreement, words importing the singular include the plural
and vice versa and words importing gender include all genders.
1.03 Entire Agreement. This Agreement, including the Schedules together with the agreements
and other documents to be delivered under this Agreement constitute the entire agreement
between the Parties pertaining to the subject matter of this Agreement and supersede all prior
agreements, understandings, negotiations and discussions, whether oral or written, and there are
no warranties, representations or other agreements between the Parties in connection with the
subject matter of this Agreement except as specifically set forth in this Agreement. No
supplement, modification or amendment to this Agreement and no waiver of any provision of
this Agreement shall be binding on any Party unless executed by such Party in writing. No
waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision (whether or not similar) nor shall such waiver constitute a continuing waiver
unless otherwise expressly provided.
1.04 Article and Section Headings. Article and Section headings contained in this Agreement
are included solely for convenience, are not intended to be full or accurate descriptions of the
content of any Article or Section and shall not be considered to be part of this Agreement.

2.00       COVENANTS OF THE PURCHASER

2.01 The Purchaser represents and warrants to the Company that the Purchaser is purchasing
the Purchased Shares for the purposes of investment for its/his/her own account without a view
to or for resale or distribution.

3.00       TRANSFERS OF PURCHASED

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