Commercial Investment Agreement Template

Here’s a basic template for a commercial investment agreement:

[Investment Agreement]

This Investment Agreement (the “Agreement”) is made and entered into on September 30, 2023 by and between [Investor Name] (the “Investor”), having its principal place of business at [address], and [Company Name] (the “Company”), having its principal place of business at [address].

Recitals:

1. The Company is engaged in the business of [describe business], and is in need of funds to finance its operations.
2. The Investor desires to invest in the Company in exchange for certain rights and benefits as described herein.

Agreement:

1. Investment. The Investor hereby agrees to invest [amount] dollars ($[number]) (the “Investment Amount”) in the Company, in exchange for [type of security] (the “Securities”).
2. Use of Proceeds. The Company agrees to use the Investment Amount solely for the purposes of [describe purpose].
3. Representations and Warranties of the Company. The Company represents and warrants to the Investor as follows:

(a) The Company is a validly existing corporation in good standing under the laws of [state/country] and has the power and authority to enter into this Agreement and to carry out its obligations hereunder.

(b) The execution, delivery and performance of this Agreement by the Company has been duly authorized by all necessary corporate action and does not contravene the Company’s organizational documents or any applicable law or regulation.

(c) The Securities, when issued, will be duly authorized, validly issued, fully paid and non-assessable.

(d) The Company has not taken any action that would give rise to any right of rescission or other claim under any federal or state securities laws with respect to the Securities.

1. Representations and Warranties of the Investor. The Investor represents and warrants to the Company as follows:

(a) The Investor has the power and authority to enter into this Agreement and to carry out its obligations hereunder.

(b) The Investor has adequate means of providing for its current financial needs and foreseeable contingencies and is able to bear the economic risks of the investment in the Company.

(c) The Investor has had an opportunity to review all documents and information concerning the Company that it deems relevant and necessary to make an informed investment decision.

1. Conditions to Closing. The closing of the investment contemplated hereby (the “Closing”) is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Company and the Investor contained in this Agreement shall be true and correct in all material respects as of the Closing.

(b) The Company shall have obtained all necessary consents, approvals and authorizations required by law or regulation for the issuance of the Securities.

(c) The Investor shall have delivered the Investment Amount to the Company in accordance with the terms of this Agreement.

• Miscellaneous 

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [state/country].

(b) Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties.

(c) Amendment and Waiver. This Agreement may not be amended or modified except in writing signed by both parties. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party waiving such provision.

(d) Notices. Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or sent by overnight courier, or when sent by email, to the address or email address set forth below:

If to the Company: [address/email]

If to the Investor: [address/email]

• Rights and Obligations of the Investor

(a) Conversion of Securities. The Investor shall have the right to convert the Securities into [type of shares], subject to the terms and conditions set forth herein.

(b) Voting Rights. The Investor shall have the right to vote on all matters submitted to a vote of the Company’s shareholders, on an as-converted basis.

(c) Information Rights. The Investor shall have the right to receive financial and other information concerning the Company as may be reasonably requested by the Investor from time to time.

(d) Transfer Restrictions. The Securities may not be transferred or sold without the prior written consent of the Company, except under certain limited circumstances as set forth herein.

1. Termination. This Agreement may be terminated by mutual written agreement of the parties, or by either party upon written notice to the other party in the event of a material breach of this Agreement by the other party.
2. Limitation of Liability. Neither party shall be liable to the other for any special, indirect, incidental, consequential or punitive damages arising out of or in connection with this Agreement.
3. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
4. Headings. The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
5. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[Investor Name]

By: _______________________________

Name: _____________________________

Title: ______________________________

[Company Name]

By: _______________________________

Name: _____________________________

Title: ______________________________

Date: _______________________________