EQUITY INVESTMENT AGREEMENT

 

 

                     EQUITY INVESTMENT AGREEMENT

 

 

 

BETWEEN

 

 

______________________________________________________

              (“The Investor”)

 

           AND

 

 

                                                   PAYBAG TECHNOLOGIES INCORPORATED

 

(“The Company”)

 

 

 

THIS EQUITY INVESTMENT AGREEMENT is made on the ……..…… day of…………..…………20……..…, is entered into by and between the Investor and the Company (Investor and Company) collectively referred to herein as the “Parties” or individually as the “Party”).

 

RECITALS

 

  1. The Company was incorporated on [DATE] and is a company limited by shares,

Located in Ontario, Canada.

  1. The Investor has agreed to subscribe for 2% shares in the capital of the Company on, and subject to, the terms of this Agreement.
  2. The Investor has agreed to invest in the Company against an equity share of 2%.
  3. The Investor has agreed to provide the Company with a non-refundable grant of [ ——- MINUS Total Subscription Monies], the amount will be paid by the Investor to the Company on or around the date of this Agreement.
  4. The Investor has agreed that and will acquire preferred and common shares.
  5. The Investor shall not have any voting rights.

THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties covenant and agree as follows:

 

  1. DEFINITIONS AND INTERPRETATIONS
    • In this Equity Investment Agreement:
  • “Agreement” means this Agreement, its Schedules, Exhibits, and other documents (save as may otherwise be varied by this Agreement);
  • ‘Articles” the new articles of association of the Company in the agreed form to be adopted by the Company on or prior to Completion.
  • “Board” the Board of directors of the Company as constituted from time to time
  • “Completion” completion by the parties of their respective obligations
  • “Completion Date” the date of Completion.
  • “Costs” any liabilities, losses, damages, awards, costs (including legal fees), claims, and expenses.
  • “Investor Consent” the prior written consent of the Investor.
  • ‘Investor’ ……………
  • ‘Ordinary Shares’ They carry one vote per share, and they entitle the owner to participate equally in the Company’s dividends. If the organization is wound up, the proceeds are again allocated equally
  • ‘Preferential Shares’ Preference shares entitle the owner to receive a fixed amount of dividend every year. This is received ahead of individuals that hold ordinary shares. It is also usually a percentage of the nominal value (the value stated when the shares were issued).

 

  • “Shareholders” a holder of shares in the Company from time to time, including any person who is (or becomes) a party to this Agreement by executing a Deed of Adherence.

(m)“Intellectual Property” means the copyright, know-how, the trade names, and any marks, trade device, service mark, symbol, code or specification, patents, designs, and other individual or intellectual property rights used in or associated with any of the Parties;

 

  • In this Agreement, unless the context otherwise requires, any reference to:
  • the singular includes the plural and vice versa;
  • a person includes reference to a body corporate or other legal entity;
  • any written law includes that law as amended or re-enacted from time to time;
  • any agreement or other document includes that Agreement or other document as varied or replaced by the Parties in writing from time to time;
  • a clause is to the relevant clause of this Agreement;
  • any Party includes that Party’s successors and assigns.
    • Clause headings are inserted for convenience only and shall be ignored in construing this Agreement.
    • The identification of certain breaches in this Agreement as being “Material” does not indicate that only those breaches are material.
    • Where the Agreement provides for the giving or issue of any notice, consent, approval certificate, or determination, it shall be in writing, and the words notify, certify or determine shall be construed accordingly. Routine communications relating to the performance of this Agreement may be conducted by electronic mail.

 

  1. application of terms and the Contractor UNDERSTANDING
    • Save as may otherwise be provided in this Agreement, the terms and conditions set out in this Agreement are the only terms on which the Company is prepared to deal with the Investor, and they shall govern the relationship between the Parties to the entire exclusion of all other agreements entered into with the Company.
    • If any ambiguity is found in the various documents forming this Agreement, the Company shall issue any necessary clarification or instruction.
    • All documents annexed to this Agreement shall be subject to the terms under this Agreement, provided that the Parties append their signatures on the documents.

 

  1. TERM OF THE AGREEMENT

3.1 The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated by both parties after mutual Agreement.

  • In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days written notice to the other Party.

 

  1. INVESTMENT
  • The Investor shall apply for the allotment and issue to it of the number of Investor Shares set out against its name, at a subscription price of [£….][€….][1.00] per Investor Share, payment for which shall be made in accordance with clause 5.1
  1. COMPLETION

5.1 Completion of the investment shall take place on the Completion Date.

5.1.2 The Completion of the investment by the Investor for the Investor Shares shall take place …………………. Ontario, Canada on the Completion Date or a time the parties shall agree.

 

 

 

5.2  COMPLETION DATE

COMPLETION

The following events shall occur on the Completion Date:

 

5.2.1 the  Investor shall pay the Company the investment amount set out against its name by electronic transfer to the Company’s bank account at  [NAME OF BANK],  account number [NUMBER].

5.2.2 the Company shall pass resolutions of the Shareholders to:

(a) adopt the Articles

(b) increase the authorized share capital of the Company from …… [AMOUNT] to ………

(d) waive pre-emption rights in respect of the allotment and issue of the Investor Shares;

(e) grant the directors of the Company authority to allot the Investor Shares; and

(f)  a meeting of the Board shall be held at which the Company shall:

  1. adopt the Articles;
  2. upon receipt of Investment amount, the Board shall issue and allot the Investor Shares credited as fully paid to the Investor and enter the Investor’s name in the register of members.
  • The Board of Directors execute and deliver to the Investor a share certificate for the Investor Shares;

 

  1. THE OBLIGATIONS of the parties
  2. The Company shall ensure that the Investor is on the date of this Agreement and on the Completion Date, the Company shall [subject to passing the Resolutions,] be entitled to allot the Investor Shares to the Investor on the terms of this Agreement.
  3. That each member of the Company agrees to vote in favor of the Resolutions and hereby irrevocably waives or will provide the waiver of all and any pre-emption rights that he or his nominees may have under the Company’s articles of association or otherwise, so as to enable the issue of the Investor Shares to proceed.
  4. That the Company shall undertake to supply the Investor all relevant information necessary for the compliance of the Agreement by the Investor.
  5. The Investor shall remit to the Company the Investment amount in such a manner and at an interval to be agreed upon by the Parties.
  6. That the Investor may direct that the Investor Shares are issued and registered in the name of any nominee or custodian holding such shares on its behalf.

 

  1. WARRANTIES

Each Party to the Agreement warrants to each of the other parties that:

6.1. lt has the power and authority to enter into and perform its obligations under this Agreement;

6.2. When executed, its obligations under this Agreement will be binding on it; and

6.3. Execution and delivery of and performance by it of its obligations under this Agreement will not result in any breach of applicable law.

 

  1. INTELLECTUAL PROPERTY
    1. The Parties agree that any ideas, concepts, discoveries, techniques, patents, copyrights, brand name, Logo, Tagline or trademarks which are developed or discovered by the Company, solely or jointly with others, during the subsistence of this Agreement shall automatically upon their creation become the exclusive property of the Company.
  2. MATTERS REQUIRING INVESTOR CONSENT

8.1 The Company undertakes that, save with Investor Consent, the Company shall not take any of the actions concerning the Investor without the Investor’s consent.

8.2 The Company also undertakes to the Investor that it will acquire preferential ad ordinary shares, but the Investor will not have voting rights.

 

  1. DISPUTE RESOLUTION

If any dispute arises between the Parties related to this Agreement, it shall be resolved by Mediation and Arbitration between and among the parties. Parties shall act in good faith to resolve the dispute.

  1. In the event that a dispute cannot be resolved through good faith Mediation and Arbitration, the Parties agree to submit to binding Mediation or Arbitration.
  2. In the event of Arbitration and/or Mediation, the prevailing Party will be entitled to its legal fees, including, but not limited to, its attorneys’ fees.

 

  1. TERMINATION
    1. Either Party shall be entitled to immediately terminate this Agreement upon the breach of its terms by the other Party in the event that the Party in breach fails to remedy the said breach within thirty days upon issuance of a notice to rectify the same.
    2. Either Party may terminate this Agreement upon giving the other Party no less than 30 days’ notice in writing.
    3. Upon termination of this Agreement, the Company shall
  • Buyback the shares allotted to the Investor; and
  • The Board of Directors shall decide whether to refund the Investor his Investment amount
    1. Upon termination of this Agreement, the Investor shall
  • Immediately accept the Company to buy back the shares allotted to it.
    1. The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
    2. Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.
    3. This Agreement will automatically terminate when both Parties have performed all of their obligations under the Agreement, and all payments have been received.

 

  1. VARIATION to the agreement

Either Party may request variations to the Agreement.  The Parties shall enter into discussions to agree on any required changes, revised pricing, and time for performance.  Such variations will only be effective if agreed in writing by the Parties.

  1. Force Majeure
    1. For the purposes of this Agreement, “Force Majeure” means an event which could not reasonably have been avoided by a diligent party in the circumstances, which is beyond the reasonable control of a party and which makes a party’s performance of its responsibilities hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
    2. Force Majeure shall not include any event caused by the negligence or intentional action of a Party or such Party’s subcontractors or agents or employees or by a failure to observe good professional practice.
    3. Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.
    4. The failure of a Party to fulfill any of its obligations hereunder shall not be considered to be a breach of or default under, this Agreement insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all reasonable precautions, due care, and reasonable alternative measures, all with the objective of carrying out the terms of this Agreement.
    5. A Party affected by an event of Force Majeure shall take all reasonable measures to remove such Party’s inability to fulfill its obligations hereunder with a minimum of delay. The Parties shall take all reasonable measures to minimize the consequence of any event of Force Majeure.
    6. A Party affected by an event of Force Majeure shall notify in writing the other Party of such event as soon as possible, and in any event not later than five (5) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give notice of the restoration of normal conditions as soon as possible.
    7. Not later than fourteen (14) days after the Company, as a result of an event of Force Majeure, has become unable to discharge a material portion of its obligations, the Parties shall consult with each other with a view to agreeing on appropriate measures to be taken in the circumstances.
  2. CONFIDENTIALITY

The Investor shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this Agreement or any other information of any nature whatsoever concerning the Company, whether such information or matter is stated to be confidential or not, without the express written permission of the Company.  This covenant is given by the Company on its behalf.

  1. NON COMPETITION

The Investor shall not without the prior written consent of the Company directly or indirectly at any time while he is a director or employee of, or a consultant to, the Company and during the Restricted Period engage or be concerned or interested in any capacity with any business concern which within the Relevant Area competes, or will compete, or is likely to compete with the business of the Company.

11.2 The Investor acknowledges that the foregoing provisions of this clause are fair, reasonable, and necessary to protect the goodwill and interests of the Company.

  1. NO WAIVER

Except where this Agreement provides otherwise, the rights and remedies contained in it are cumulative and not exclusive to rights or remedies provided by law.  The failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.

  1. SEVERABILITY

If any provision of this Agreement is declared by any judicial or other competent to be void, voidable, illegal, or otherwise unenforceable, the Parties shall amend that provision in such reasonable manner as achieves the intention of the Parties without illegality or at the discretion of the Company, it may be severed from this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect.

 

  1. COSTS

Each Party shall bear its costs incurred in the negotiation, preparation, and execution of this Agreement.

 

  1. APPLICABLE LAW

The Parties agree that the construction, validity, and performance of this Agreement shall be governed by the State and/or Country in which the duties of this Agreement are expected to take place. In the event that the duties of this Agreement are to take place in multiple States and/or Countries, this Agreement shall be governed by ONTARIO CANADA LAW.

 

  1. NOTICES
    • The Parties select as their respective addresses the addresses (including email) set out below for all purposes arising out of or in connection with this Agreement at which addresses only all processes and notices arising out of or in connection with this Agreement may validly be served upon or delivered by the Parties.

 

THE INVESTOR:                      ___________________________________________

                                                ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

 

THE COMPANY:                     ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

 

 

  • Either Party may provide changes in the above addressees by notice in writing given to the other Party as aforesaid.

 

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.

 

 

Signed by the duly authorized representative of

the COMPANY

 

 

 

 

Signature: ………………………………………………

Name: ……………………………………………………

Designation: …………………………………………..

Date:…………………………………………….………………..

 

  

Signed by the duly authorized representative of

the INVESTOR

 

 

 

 

Signature: ………………………………………………

Name: ……………………………………………………

Designation: …………………………………………..

Date:…………………………………………….………………..

 

 

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