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This 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.
Company Investment Contract This 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. COMPANY INVESTMENT CONTRACT THIS COMPANY INVESTMENT CONTRACT (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; © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2 (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 SHARES 3.01 The Purchaser hereby acknowledges and agrees that the Purchaser shall not sell, assign, transfer, dispose of or in any way encumber the Purchased Shares owned by the Purchaser prior to the _______ (___) anniversary date of the Effective Date of this Agreement. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 3 3.02 After the ______ (___) month/year anniversary date of the Effective Date of this Agreement, the Purchaser may distribute up to _______ (___%) percent of the Purchased Shares to any limited partners or other fund participants in a relevant fund. 3.03 The Purchaser hereby acknowledges to the Company that the Purchase Agreement has not been registered under the Securities Act 1933, and that the Purchased Shares owned by the Purchaser shall not be offered for purchased or assigned to any third party pursuant to an effective registration statement under the Securities Act 1933 or an applicable exemption therefrom. 4.00 FORM S-3 REGISTRATION RIGHTS 4.01 In the event a Form S-3 is available for offer, the Purchaser may, upon written request to the Company that the Company effect a registration on a Form S-3 or any such related qualification or compliance. 4.02 Upon the Company receiving such written request from the Purchaser, the Company shall use all of its reasonable best efforts to effect such a registration as soon as practicable to allow for the sale and distributed of all of the class of shares indicated in such written request, and the Company shall maintain the registration on a Form S-3 for a period of 180 days following its effectiveness. 4.03 The Purchaser acknowledges and agrees that the Company shall not be obligated to effect more than ______ (___) registrations on Form S-3’s for the Purchaser. 4.04 At no time or times shall the Company be required or obligated to effect a Form S-3 registration within 120 days of the end of the effective period of any prior registration statement. 4.05 The Company and the Purchaser hereby agree that the estimated offer price of the Purchased Shares of ____________________ stock, as indicated on such a request, will be at least _______________ ($_______) Dollars. 4.06 The Purchaser hereby acknowledges and agrees that the Company will not be obligated to effect the filing of a Form S-3, in the event the Company provides to the Purchaser within _____ (__) days’ after the Company’s receipt of such written request, an opinion of counsel to the Company stating that the Purchaser may sell and distribute the Purchased Shares of __________ stock owned by the Purchaser included in such written request, in accordance with its intended means of sale or distribution without the registration of such security under the Securities Act 1994. 5.00 REGISTRATION 5.01 In the event the Company wishes to register any of its capital stock under the Securities Act 1993, in connection with the Company publicly offer such capital stock for a monetary consideration, the Company shall immediately provide written notification to the Purchaser of such registration. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 4 5.02 In the event the Purchaser received such written notification from the Company, the Purchaser shall, within ______ (___) days of such receipt of written notification, the Company shall use all of its best efforts to register a registration statement covering all of the Purchased Shares that the Purchaser has requested to be registered under the Securities Act 1993. 5.03 The Company and the Purchaser hereby agree that the Company shall be solely responsible for the payment of all costs associated with the registration and filing of a registration statement under the Securities Act 1993, including but not limited to, reasonable attorney fees. 5.04 The Company and the Purchaser hereby agree that the Company shall not be responsible for the payment of all costs associated with the registration and filing of a registration statement under the Securities Act 1993, if such the request to register such statement was made by the Purchaser and the Purchaser shall bear all costs and expenses in connection with the filing of such registration statement, including but not limited to, attorney fees. 5.05 The Company and the Purchaser hereby agree that as a condition to this Agreement, the Purchaser shall provide to the Company, upon request by the Company, any and all information relating to the Purchaser and the Purchased Shares owned by the Purchaser and the Purchaser’s intended method of disposition of the Purchased Shares. 5.06 The Company shall provide to the Purchaser copies of all correspondence with the Securities and Exchange Commission related to any registration statement filed pursuant to this Section 5.00 and in which the Purchaser is participating on a reasonably prompt basis. 6.00 ARBITRATION 6.01 Pursuant to the laws of the State of _____________ and other applicable laws of the governing jurisdiction, any controversy or claim arising out of or relating to this Agreement, or any breach thereof, shall be settled by arbitration in accordance and to the extent permitted by the laws of the governing jurisdiction arbitration act. 6.02 The Parties to the arbitration shall select one (1) arbitrator. The arbitrators' ruling shall be binding upon the parties to the fullest extent permitted by the laws of the governing jurisdiction. Should any arise, such arbitration shall occur in _______________, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the cost of its own experts, evidence and legal counsel. 7.00 GENERAL PROVISIONS 7.01 Any notice, direction or other instrument required or permitted to be given by either Party under this Agreement shall be in writing and shall be sufficiently given if delivered personally, sent by prepaid first class mail or transmitted by telecopier or other form of electronic © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 5 communication during the transmission of which no indication of failure of receipt is communicated to the sender: (a) in the case of a notice to the Company at: Attention: Fax No. (____) With a copy to the Company’s Attorney Attention: Fax No. (___) (b) in the case of a notice to the Purchaser at: Attention: Fax No. (___) With a copy to the Purchaser’s Attorney: Fax No: (___) Any such notice, direction or other instrument, if delivered personally, shall be deemed to have been given and received on the date on which it was received at such address, or, if sent by mail, shall be deemed to have been given and received on the date which is five days after which it was mailed, provided that if either such day is not a business day, then the notice shall be deemed to have been given and received on the business day next following such day. Any notice transmitted by telecopier or other form of electronic communication shall be deemed to have been given and received on the date of its transmission provided that if such day is not a business day or if it is received after the end of normal business hours on the date of its transmission at the place of receipt, then it shall be deemed to have been given and received at the opening of business in the office of the recipient on the first business day next following the © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 6 transmission thereof. If normal mail service, telex, telecopier or other form of electronic communication is interrupted by strike, slowdown, force majeure or other cause, a notice, direction or other instrument sent by the impaired means of communication will not be deemed to be received until actually received, and the party sending the notice shall utilize any other such service which has not been so interrupted to deliver such notice. 7.02 All costs and expenses (including, without limitation, the fees and disbursements of legal counsel) incurred in connection with this Agreement and the transaction contemplated under this Agreement shall be paid by the Party incurring such expenses. 7.03 Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against any party hereto unless such modification, amendment or waiver is approved in writing by each party hereto. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. 7.04 The failure by the Company or the Vendor to seek remedies for violation of any term or condition or performance of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation. 7.05 The rights and remedies provided by this Agreement are cumulative and the use of any right or remedy by the Company or the Purchaser shall not preclude or waive that party’s right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. 7.06 Neither this Agreement nor any rights or obligations under this Agreement shall be assignable by either Party without the prior written consent of the other Party. Subject to that condition, this Agreement shall inure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators, successors (including any successor by reason of amalgamation of any Party) and permitted assigns. 7.07 The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 7.08 This Agreement may be executed by the Parties in separate counterparts each of which when so executed and delivered shall be an original, and all such counterparts shall together constitute one and the same instrument. 7.07 This Agreement constitutes the entire agreement between the Parties and supersede all prior agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof. None of the Parties shall be bound or charged with any oral or written agreements, representations, warranties, statements, promises, information, arrangements or understandings not specifically set forth in this Agreement or in the documents and instruments to be delivered on or before the Effective Date pursuant to this Agreement. The Parties further acknowledge and © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 7 agree that, in entering into this Agreement and in delivering the documents and instruments to be delivered on or before the Effective Date, they have not in any way relied, and will not in any way rely upon any oral or written agreements, representations, warranties, statements, promises, information, arrangements or understandings, express or implied, not specifically set forth in this Agreement or in such schedules, documents or instruments. 7.08 This Agreement shall be governed by and construed in accordance with the laws of the State of ________________ and shall be treated, in all respects, as a __________ contract. 7.09 Except as otherwise provided herein, the registration rights provided for in this Agreement shall terminate at such time as the Purchaser is able to sell all of its Purchased Shares beneficially owned by it in one transaction pursuant to Rule 144 under the Securities Act 1933. IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the day and year first written above. (COMPANY) By: Name: Title: I have authority to bind the Company. (PURCHASER) By: Name: Title: I have authority to bind the Company. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 8
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