This Share Investment Agreement (this “Agreement”) is entered into as of this ________ day of ________________________ 2022, by and between the Company and the Investor. (Company and Investor are herein referred to individually as a “Party” and collectively as the “Parties.”)
Investor has agreed to purchase from Company, and Company has agreed to sell to Investor, 20 % of the shares held by the Company as of the date of this agreement which shares shall vest monthly for 12 months as follows;
Shares in the company shall vest in favor of the Investor at 1.6% for 11 months and on the 12 month 2.4 %.
In addition to the above, the Parties have agreed that the Investor shall leverage his network, help with the growth strategy and contributes to the overall process of the company.
Now, Therefore, in consideration of the premises and mutual covenants contained herein and in the Agreement, the Parties agree as follows:
SCOPE OF THE AGREEMENT
Upon execution of this agreement the Investor shall provide relevant services to the Company in accordance with this agreement.
The Company is entitled to, at its sole discretion, initiatives such as requiring the Investor to facilitate the business development for the purpose of engaging into any business activities.
REPRESENTATIONS AND WARRANTIES OF COMPANY
Company hereby represents and warrants to the Investor as follows:
Company has full power, capacity and right to execute and deliver this Agreement and to perform its obligations hereunder.
This Agreement has been duly executed and delivered by Company and constitutes the valid and binding agreement of Company enforceable against 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.
Company is the record and beneficial owner of the Shares free and clear of any Liens. At the Closing, Company will transfer and deliver to Investor good and valid title to the Shares free and clear of any Lien.
No approval, authorization, consent or filing is required by the Company in connection with the execution, delivery and performance of this Agreement by Company, except as may be required under the Securities Exchange Act of 1934.
The execution, delivery and performance of this Agreement by Company does not contravene or conflict with any material agreement, contract or other instrument, or any law, rule, regulation, order or decree, binding upon or applicable to the Company.
REPRESENTATIONS AND WARRANTIES OF THE INVESTOR
Investor hereby represents and warrants to Company as follows:
Investor has full power, capacity, authority and right to execute and deliver this Agreement and to perform his obligations hereunder.
This Agreement has been duly authorized by all necessary action and constitutes the valid and binding agreement of Investor enforceable against Investor 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 by general principles of equity.
No approval, authorization, consent or filing is required in connection with the execution, delivery and performance of this Agreement by Investor, except as may be required under the Securities Exchange Act of 1934, as amended.
The execution, delivery and performance of this Agreement by Investor does not contravene or conflict any material agreement, contract or other instrument, or any law, rule, regulation, order or decree, binding upon or applicable to Investor.
Either Party may Terminate this agreement upon giving the other party no less than 60 days’ notice in writing.
The Company may terminate this Agreement at any time if the Investor fails to leverage his network, help with the growth strategy and contributes to the overall process of the company, and/or does not comply with the terms of the terms and conditions herein.
LIMITATION OF LIABILITY
Each party shall be responsible for their own tax obligations with regard to this Agreement. The Investor shall not be liable for any tax obligations of the Company accrued or deemed to have accrued prior to the execution of this Agreement.
The Parties agree to attempt initially 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 thereafter be resolved by a final and binding Mediation. Whenever a Party shall decide to engage on 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 period, the Parties shall make good faith efforts to amicably 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 own costs in any such Mediation.
Either party may request variations to the Agreement. The Parties shall enter into discussions to agree on any required changes and time for performance. Such variations will only be effective if agreed in writing by the Parties and recorded.
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.
Force Majeure shall not include any event which is 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.
Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.
The failure of a Party to fulfil 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.
A Party affected by an event of Force Majeure shall take all reasonable measures to remove such Party’s inability to fulfil 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.
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.
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.
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.
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.
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 Contractor, it may be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.
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.
CHANGE OF ADDRESS
Either Party may provide changes in the above addressees by notice in writing given to the other Party as aforesaid.
Each party shall bear its own costs incurred in the negotiation, preparation and execution of this Agreement.
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 Signature: ……………………………….…………Name: ……………………………….…………….Designation: ……………………………….……… Date: ……………………………….………………
Signed by the duly authorized representative of the INVESTOR Signature: ……………………………….…………Name: ……………………………….…………….Designation: ……………………………….……… Date: ……………………………….………………
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