The date of this Agreement is [Day] of [Month], 20[Year] (the “Signing Date”)
This is an agreement between:
- [Company/Individual name] of [Insert Full Address] (“Investor”); and
- The people whose names and addresses are listed in Schedule 1 (“Founders”); and
- [Full Company Name] incorporated in England with Company number [Number] whose registered office is at [Insert Full Address] (“Company”).
- 2.1 This is an Agreement that sets out the terms on which the Investor will invest an amount of money in the Company in return for shares.
- 2.2. The Agreement also gives the Investor rights of approval over some of the Company’s actions to help the Investor to safeguard his/her/its investment.
- 2.3 The Founders of the Company agree to co-operate with the Investor and to run the Company as agreed. The Founders also make a series of statements (called warranties) about various aspects of the Company, and they acknowledge that the Investor has relied on the truth of those statements when agreeing to make his/her/its investment.
- 2.4 Part 3A of the Schedule sets out the Company’s share structure before the Investor buys shares; Part 3B of the Schedule sets out the Company’s share structure after the Investor has bought shares.
- 2.5 This overview is not binding. The binding provisions are set out below.
- 3.1 The Investor agrees to buy the number of shares in the Company set out in Part 1 of the Schedule for the total price set out in Part 1 of the Schedule and the Company agrees to issue these shares to the Investor when the Investor has paid the full price for them. These shares are of a certain type or ‘class’ which is specified in Part 1 of the Schedule and the rights which go with those shares are either specified in the Schedule or described in the Company’s articles of association.
- 3.2 Each Founder gives up any rights that he may have to buy some or all of these shares before anyone else so that the shares may be issued to the Investor (called ‘pre-emption rights’) but does not give them up for any other purpose.
- 3.3 The investment will take place on the date set out in Part 1 of the Schedule (“Completion Date“) in the following way:
- 3.3.1 the Company will hold a board meeting at which its directors will, on condition that the Investor completes his/her/its investment, approve the new articles of association attached to this Agreement (“New Articles;”) and the resolutions that are set out in Part 4 of the Schedule (“Resolutions“). At that meeting, the board will also approve the Investor’s investment, authorise the issue of shares to the Investor and appoint the person named in Part 1 of the Schedule as a director of the Company.
- 3.3.2 each Founder will vote in favour of the Resolutions.
- 3.3.3 the Investor will pay the money for its shares to the Company by banker’s draft or by bank transfer to the Company’s bank account with the Bank set out in Part 1 of the Schedule.
- 3.3.4 when it has received the Investor’s payment, the Company will issue a share certificate to the Investor for his/her/its shares and enter the name of the Investor in the Company’s share register.
Also included in this document:
4. The Investor Director
7. Business Plan Information
8. Things Requiring Consent
9. Share Transfers
10. Restrictions on Founders’ Activities
11. Confidentiality and Announcements