This Investor Agreement Template sets forth the amount of investment an investor is
making in a limited liability company, and the terms of repayment/membership to and in
the limited liability company (LLC). The form allows for the investor to get paid on a
priority basis and as a member of the company until the investment amount is repaid.
The form also provides options as to whether the investor will get to be involved in the
management of the company. Use this form when an LLC enters into an agreement for
with an investor, and want to lay out the terms of repayment and or membership of the
investor in the LLC.
THIS INVESTMENT AGREEMENT (the “Agreement”), is made and entered in as of
___________ [Instruction: Insert Date], by and between ___________ [Instruction: Insert
Name of LLC] (“LLC”), ___________ [Instruction: Insert Address], a limited liability
company organized and existing under the laws of ___________ [Instruction: Insert State], on
the one hand, and ___________ [Instruction: Insert Name of Investor] (“Investor”),
___________ [Instruction: Insert Address], on the other hand.
WHEREAS, on ___________ [Instruction: Insert Date], ___________, ___________ and
___________ [Instruction: Insert Name of all initial members of the LLC] (collectively, the
"Initial Members"), formed the LLC and were each admitted as the LLC’s Initial Members, and
on even date the Initial Members and the LLC entered into an operating agreement (the
“Operating Agreement”), a copy of which is annexed hereto as Exhibit “A”, setting forth the
terms and conditions by which the LLC shall be owned and operated.
WHEREAS, Investor wishes to make a capital contribution to the LLC in exchange for an equity
interest in the LLC;
NOW, THEREFORE, in consideration of the promises and the other covenants and conditions
contained herein, and for other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
A. Investor hereby agrees to make an investment in the amount of ___________ Dollars
($________) [Instruction: Insert Amount] (the “Investment Amount”), one half (1/2) payable
upon the execution hereof and the remainder payable no later than six (6) months from the date
hereof. Upon the LLC’s receipt of full and complete payment of the Investment Amount, the
LLC shall admit Investor as a member of the LLC with a ___________ percent (__%)
[Instruction: Insert Percent] “Membership Interest”, as such term is described in the Operating
Agreement. In becoming a member of the LLC, Investor agrees to all terms of the Operating
Agreement, as amended.
B. Until the Investment Amount has been fully repaid, the LLC’s cash proceeds, net of all
LLC expenses and less an appropriate working capital reserve, as determined by the LLC’s
managers, in their reasonable discretion, shall be distributed as follows:
i. ___________ percent (__%) [Instruction: Insert Percent] to Investor; and
ii. The remainder to all the members of the LLC (including the Investor) in proportion to
their respective Membership Interests.
C. After the Investment Amount has been fully repaid, distributions shall be made to the all
the members of the LLC (including the Investor) shall be paid in proportion to their respective
2. Management. [Instruction: Choose One]
The management and governance of the LLC shall be determined as provided in the Operating
Agreement. Investor shall not have any rights to manage or appoint a manager of the LLC solely
by virtue of this investment.
Until the Investment Amount has been fully repaid, Investor shall be entitled to manage or
appoint managers of his choosing, such that Investor is represented to the full extent of his
Membership Interest in the LLC. After the Investment Amount has been fully repaid, the
management and governance of the LLC shall be determined as provided in the Operating
3. Representations, Warranties and Indemnity.
A. Investor makes the following representations and warranties:
i. Investor understands that the LLC’s Membership Interests have not been registered
either with the Securities and Exchange Commission (the “SEC”) or with the securities
commission of any state and are being offered and sold pursuant to private offering exemptions
provided in Section 4(2) of the Securities Act of 1933, as amended (the “Act”), Regulation D
promulgated by the SEC and applicable state securities laws, and that no governmental agency
has recommended or endorsed the LLC’s Membership Interests or made any finding or
determination relating to the adequacy or accuracy for public investment of the LLC’s
ii. Investor recognizes that the LLC’s Membership Interests are a form of speculative
investment which involves substantial risk of loss of his entire investment, and that there can be
no assurances that any tax benefits will result from an investment in the LLC. Investor has
consulted with a tax advisor regarding the tax aspects of this investment and its suitability for the
Investor. The amount and nature of Investor’s investment in the LLC is suitable and consistent
with his financial situation, and Investor is able to bear the risks of this investment. Investor
represents that his knowledge and experience in financial and business matters in general and in
speculative investments such as the LLC in particular, are such that the he is capable of
evaluating the merits and risks of investment in the LLC. Investor acknowledges and agrees that
the neither the LLC nor any other person has represented, guaranteed or warranted that any
particular financial results will be achieved by the LLC
iii. Investor is investing in the LLC for a Membership Interest in the LLC solely for his
own account, for investment purposes only, and intending to make a profit therefrom, and not
with a view to distribute, sell, subdivide or for the account of any other individual, corporation,
firm or person.
iv. Investor recognizes that there is not and will not be a public market for his
Membership Interest in the LLC and that the transferability of his Membership Interest in the
LLC is restricted under the terms of the Operating Agreement and is subject to the consent of the
members of the LLC. The Investor understands that he may not be readily able to liquidate his
investment in the Company, even in case of an emergency, and that he will not be eligible to
make any transfers of his Membership Interests in the LLC pursuant to SEC Rule 144.
B. Investor hereby acknowledges that he understands the meaning and legal consequences
of the representations and warranties contained in this Agreement, and agrees to indemnify and
hold harmless the LLC and its managers agents and employees from and against any and all loss,
damage or liabilities due to or arising out of a breach of any of the representations or warranties
contained in this Agreement.
A. This Agreement constitutes the entire agreement between the parties hereto with respect
to the specific subject matter hereof and supersedes all prior agreements or understandings of any
kind with respect to the specific subject matter hereof.
B. In the event that any provision or part of this Agreement shall be deemed void or invalid
by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full
force and effect.
C. Any modification to this Agreement must be in writing and signed by the parties or it
shall have no effect and shall be void.
D. This Agreement is binding upon and shall inure to the benefit of the respective
successors, licensees and/or assigns of the parties hereto. Notwithstanding the foregoing, neither
party may assign their respective rights and/or obligations hereunder without the other party’s
prior written consent.
E. The waiver by either party of a breach or violation of any provision of this Agreement
shall not constitute a waiver of any subsequent or other breach or violation.
F. This Agreement shall be governed in accordance with the laws of the State of
_____________ [Instruction: Insert State], applicable to agreements to be wholly performed
therein, with jurisdiction exclusive to the Federal and State courts located in the County of
_____________ [Instruction: Insert County], State of ______________ [Instruction: Insert
G. Investor hereby acknowledges that: (i) prior to signing below, Investor had the
opportunity to review this Agreement and consult with legal and other advisors of Investor’s
choice; (ii) LLC has advised Investor to secure an attorney to advise Investor as to the legal
effect of this Agreement and Investor has either done so or has chosen not to do so; (iii) Investor
has read and fully understands all of the terms of this Agreement; and (iv) Investor voluntarily
accepts and agrees to be bound by all of the terms and conditions of this Agreement.
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first
________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert T