BETWEEN
THE METAVERSITY
(the “Company”)
AND
XXX
(the “Investor”)
SHARE INVESTMENT AGREEMENT
This Share Investment Agreement (this “Agreement”) is entered into as of this
12th day of May XXX by and between the Company and the Investor. (Company
and Investor are herein referred to individually as a “Party” and collectively as the
“Parties.”) (The individual is herein referred to as the “Investor,” regardless of the
investment stance of the individual).
RECITALS.
Whereas; –
A. The company has agreed to offer the Investor 5% of “The Metaversity” NFT
Collection Primary and Secondary sales and 3% of the Company “The
Metaversity” as of the date of this agreement.
B. In addition to the above, both Parties have agreed that the Investor shall
provide the following services but are not limited to; –
i. Bring onboard members into the community.
ii. Leverage his network to help with the growth strategy, i.e., by utilizing
his annual scholarship, his overall platform and network, and his
expertise.
iii. Contribute to the company’s overall process.
Now, Therefore, in consideration of the premises and mutual covenants contained
herein and in the Agreement, the Parties agree as follows:
1. SCOPE OF THE AGREEMENT
i. Upon execution of this agreement, the Investor shall provide relevant
services to the Company in accordance with this agreement.
ii. The Company is entitled to, upon mutual agreement, initiatives such as
requiring the Investor to facilitate the business development for the
purpose of engaging in any business activities.
2. MONETIZATION.
The Parties herein agree that the monetization and overall plan will include but are
not limited to the following; –
i. Hosting live events (non-holders have to pay to attend)
ii. Hosting parties that are paid for non-holders
iii. Organizing events within our online community (non-holders have to pay to
attend)
iv. The sellout of the nft collection itself and further collections associated with
Metaversity.
v. Secondary sales generated from the trading of the nft collection.
vi. Building a course platform that is paid to access for non-holders
vii. Being a part of exclusive chats within the Metaversity network paid for by non-
holders of the nft.
viii. Hosting a metavesity incubator where we fund projects being built within our
ecosystem.
3. DEVELOPMENTS.
Whereas the Company “The Metavasity” will develop their learn to earn mobile game
in the future, which shall solely be owned by them unless otherwise discussed
between the parties herein.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The company hereby represents and warrants to the Investor as follows:
i. The company has full power, capacity, and right to execute and deliver this
Agreement and perform its obligations hereunder.
ii. This Agreement has been duly executed and delivered by Company. It
constitutes the valid and binding agreement of the Company enforceable
against the Company in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium, and other similar laws relating to creditors’ rights or general
principles of equity.
iii. The company is the record and beneficial owner of the Shares. At the
Closing, the Company will transfer and deliver a good and valid title to the
Shares to the Investor.
iv. No approval, authorization, consent, or filing is required by the Company in
connection with the Company’s execution, delivery, and performance of this
Agreement, except as may be required under the Securities Exchange Act of
1934.
v. The Company’s execution, delivery, and performance of this Agreement do
not contravene or conflict with any material agreement, contract, other
instruments, or any law, rule, regulation, order, or decree binding upon or
applicable to the Company.
5. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.
The Investor hereby represents and warrants to the Company as follows:
i. The investor has full power, capacity, authority, and right to execute and
deliver this Agreement and perform his obligations hereunder.
ii. All necessary action has duly authorized this Agreement. It constitutes the
valid and binding agreement of Investor enforceable against Investor
according to its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium, and other similar laws
relating to creditors’ rights general principles of equity.
iii. No approval, authorization, consent, or filing is required in connection with the
Investor’s execution, delivery, and performance of this Agreement, except as
may be required under the Securities Exchange Act of 1934, as amended.
iv. Investor’s execution, delivery, and performance of this Agreement do not
contravene or conflict with any material agreement, contract, other
instruments, or any law, rule, regulation, order, or decree binding upon or
applicable to Investor.
6. TERMINATION
a. Either Party may terminate this agreement within reason upon giving
the other party no less than 60 days’ notice in writing.
b. Either Party may terminate this Agreement within reason if the other
party does not fulfill their obligations under this agreement.
7. LIMITATION OF LIABILITY
Each party shall be responsible for its tax obligations with regard to this Agreement.
The Investor shall not be liable for any Company’s tax obligations accrued or
deemed to have accrued before the execution of this Agreement.
8. GENERAL PROVISIONS
i. Dispute Resolution
The Parties agree to attempt to solve all claims, disputes, or controversies arising
under, out of, or in connection with this Agreement by conducting good faith
negotiations. If the Parties are unable to settle the matter between themselves, the
matter shall be resolved by a final and binding Mediation. Whenever a Party shall
decide to engage in Mediation, it shall give written notice to that effect to the other
Party.
The Party giving such notice shall refrain from instituting the Mediation proceedings
for a period of sixty (60) days following such notice. During such a period, the Parties
shall make good faith efforts to resolve the dispute without Mediation.
Each such Mediation shall be conducted by a mediator agreed upon by the Parties.
Any such Mediation shall be held in the State of Georgia.
Each Party shall bear its costs in any such Mediation.
ii. Due Diligence
The parties herein agree that they have done all their due diligence needed before
entering into this agreement and freely and with the requisite knowledge enter into
this agreement.
iii. Force Majeure
For this Agreement, “Force Majeure” means an event that a diligent party could not
have reasonably avoided 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.
a) 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.
b) Force Majeure shall not include insufficiency of funds or failure to make any
payment required hereunder.
c) 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 to carry out the terms of this
Agreement.
d) A Party affected by an event of Force Majeure shall take all reasonable
measures to remove such Party’s inability to fulfill its obligations with a
minimum of delay. The Parties shall take all reasonable measures to
minimize the consequence of any event of Force Majeure.
e) 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.
f) Not later than fourteen (14) days after a Party, 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.
iv. Confidentiality
Parties 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 other Party, whether such information or matter is stated to be
confidential or not, without the express written permission of the Company.
v. 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 the right at
any time subsequently to enforce all terms and conditions of this Agreement.
vi. Severability
Suppose any provision of this Agreement is declared by any judicial or other
competent to be void, voidable, illegal, or otherwise unenforceable. In that case, the
Parties shall amend that provision in such a reasonable manner as achieves the
Parties’ intention without illegality or at the discretion of the Contractor. It may be
severed from this Agreement, and the remaining provisions of this Agreement shall
remain in full force and effect.
vii. Costs
Each party shall bear its costs incurred in the negotiation, preparation, and execution
of this Agreement.
viii. Governing Law
The construction, validity, and performance of this Agreement shall be governed in
all respects by the Laws of the state of Georgia.
IN WITNESS WHEREOF, each of the Parties has executed this Share Investment
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
Name: XXX
Designation: Co-Founder
Date: XXX
Signature:
Signed by the duly authorized
representative of the INVESTOR
Name: XXX
Designation: Director of Operations
Date:XXX
Signature:
At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )