Investment Agreement Template

In this Agreement, unless the context otherwise requires, the capitalized terms set out in this section shall have the meanings ascribed to them below.

"Affiliate" means, with respect to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with such first person, where "control" means the power, directly or indirectly, to direct the management and policies of a person, whether through ownership of voting securities, by contract or otherwise.

"Business Day" means any day other than a Saturday, a Sunday or a day on which commercial banks in [City/Jurisdiction] are authorized or required by law to be closed for general business.

"Closing" means the completion of the subscription for and issuance of the Investment Shares in accordance with the section of this Agreement headed Closing and Payment of Investment Amount.

"Closing Date" means the date on which the Closing occurs, being [Closing Date] or such other date as the Company and the Investor may agree in writing.

"Common Shares" means the ordinary shares in the share capital of the Company, having a nominal or par value of [Par Value] per share (if applicable), carrying the rights, and being subject to the restrictions, set out in the Constitutional Documents.

"Constitutional Documents" means the articles of association, bylaws, certificate of incorporation or equivalent constitutive documents of the Company, as amended from time to time in accordance with their terms and applicable law.

"Encumbrance" means any mortgage, charge, pledge, lien, option, right of pre-emption, right of first refusal, assignment by way of security, third-party claim, restriction or other security interest or equity of any kind.

"Fully Diluted Share Capital" means the total issued share capital of the Company immediately following the Closing, calculated on the assumption that all outstanding options, warrants, convertible instruments and other rights to acquire shares have been exercised or converted in full.

"Governmental Authority" means any supranational, national, federal, state, regional, municipal or local government, court, tribunal, regulatory or administrative agency, commission or other authority having jurisdiction over a Party or the subject matter of this Agreement.

"Investment Amount" means the aggregate sum of [Investment Amount in figures and words] [Currency], payable by the Investor to the Company in accordance with this Agreement.

"Investment Shares" means [Number of Shares] newly issued, fully paid Common Shares, representing approximately [Percentage]% of the Fully Diluted Share Capital immediately following the Closing.

"Material Adverse Effect" means any event, circumstance, change or effect that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, assets, liabilities, financial condition or results of operations of the Company, or to the ability of the Company to perform its obligations under this Agreement, excluding effects arising from general economic, market or industry conditions that do not disproportionately affect the Company.

"Transaction Documents" means this Agreement and any other document, certificate or instrument executed and delivered by a Party pursuant to this Agreement.

Headings are for convenience only and do not affect interpretation. References to sections and clauses are to sections and clauses of this Agreement. The words "including" and "includes" shall be deemed to be followed by "without limitation". References to any law include that law as amended, re-enacted or replaced from time to time. Words in the singular include the plural and vice versa. This Agreement shall be construed as having been jointly drafted, and no presumption shall arise against any Party by virtue of authorship.

Subject to the terms and conditions of this Agreement, the Company shall allot and issue to the Investor, and the Investor shall subscribe for and accept from the Company, the Investment Shares at an aggregate subscription price equal to the Investment Amount, being a price of [Price per Share] per Investment Share.

The Investment Shares shall be issued as fully paid and non-assessable Common Shares, free and clear of all Encumbrances (other than restrictions arising under this Agreement, the Constitutional Documents or applicable securities laws), and shall rank equally in all respects with the existing issued Common Shares of the Company, including as to dividends and other distributions declared, made or paid on or after the Closing Date.

The Investor acknowledges that the Investment Shares are Common Shares only. The Investor shall not, by virtue of this Agreement or its holding of the Investment Shares, be entitled to any liquidation preference, anti-dilution protection, redemption right, conversion right, board nomination or observer right, veto or consent right, pre-emptive right (except as may be expressly provided in the Constitutional Documents or required by mandatory law), or any other special right or privilege, save for the information rights expressly set out in this Agreement.

The pre-money valuation of the Company agreed for the purposes of the Investment is [Pre-Money Valuation] [Currency], and the Parties acknowledge that the number of Investment Shares has been determined by reference to that valuation. The Investor acknowledges that it has conducted its own evaluation of the Company and that such valuation is a negotiated commercial figure that does not constitute a representation or warranty as to the value of the Company or the Investment Shares.

The Company shall procure that, at or before the Closing, all corporate authorizations required for the valid allotment and issuance of the Investment Shares are obtained, including any required resolutions of its board of directors and shareholders, and any waiver or disapplication of pre-emptive or similar rights of existing shareholders.

The Investor's obligation is limited to payment of the Investment Amount in accordance with this Agreement. The Investor shall have no obligation to make any further investment, loan, advance or capital contribution to the Company, and nothing in this Agreement shall oblige the Investor to participate in any future financing of the Company.

Following the Closing, the Company shall enter the Investor in its register of members as the holder of the Investment Shares and, where certificated shares are used, shall deliver a share certificate in respect of the Investment Shares to the Investor within [Number] Business Days after the Closing Date.

The Closing shall take place remotely by electronic exchange of documents and signatures on the Closing Date, or at such other place, time or manner as the Company and the Investor may agree in writing, provided that all conditions set out in the section headed Conditions Precedent to Closing have been satisfied or waived in accordance with this Agreement.

At the Closing, the Investor shall pay the entire Investment Amount to the Company in a single payment, in immediately available funds, by wire transfer to the bank account designated by the Company in writing, being [Company Bank Account Details], without set-off, counterclaim or deduction, other than any withholding or deduction required by applicable law.

The Company shall give the Investor written notice of the bank account details for payment not fewer than [Number] Business Days before the Closing Date. The Investor shall be entitled to verify such details by independent means, and the Investor shall not be in default for any delay in payment caused by the Company's failure to provide accurate and complete account details.

Upon receipt by the Company of the Investment Amount in full, the Company shall, at the Closing, (i) deliver to the Investor a certified copy of the board resolution approving the issuance of the Investment Shares, (ii) deliver evidence of the entry of the Investor in the register of members as holder of the Investment Shares, and (iii) deliver a certificate of the Company's authorized officer confirming that the representations and warranties of the Company in this Agreement are true and accurate as of the Closing Date.

The Parties agree that the Closing shall be deemed a single, indivisible event, and that the actions to be taken at the Closing shall be deemed to occur simultaneously, such that none shall be deemed completed until all have been completed or waived.

If the Closing has not occurred on or before [Long-Stop Date] (the "Long-Stop Date") for any reason other than a breach of this Agreement by a Party, either the Company or the Investor may, by written notice to the other, terminate this Agreement in accordance with the section headed Term and Termination.

Each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement. The Investor shall bear all taxes, stamp duties and similar charges imposed on the Investor in respect of its acquisition of the Investment Shares, and the Company shall bear any issuance or registration fees imposed on the Company in connection with the issuance of the Investment Shares, up to a maximum of [Cap Amount].

The obligation of the Investor to complete the Closing is subject to the satisfaction (or waiver in writing by the Investor) of the following conditions at or before the Closing: the representations and warranties of the Company in this Agreement being true and accurate in all material respects as of the Effective Date and the Closing Date; the Company having performed in all material respects all covenants required to be performed by it at or before the Closing; and no Material Adverse Effect having occurred since the Effective Date.

The obligation of the Company to complete the Closing is subject to the satisfaction (or waiver in writing by the Company) of the following conditions at or before the Closing: the representations and warranties of the Investor in this Agreement being true and accurate in all material respects as of the Effective Date and the Closing Date; the Investor having performed in all material respects all covenants required to be performed by it at or before the Closing; and the Company having received all information reasonably requested by it to complete its investor verification, anti-money laundering and sanctions checks in respect of the Investor.

The obligations of each of the Company and the Investor to complete the Closing are further subject to there being no law, order, injunction or judgment of any Governmental Authority in effect that prohibits or restrains the consummation of the transactions contemplated by this Agreement, and to all consents, approvals, filings and notifications of or with any Governmental Authority that are required for the Closing and listed in [Required Regulatory Approvals] having been obtained or made on terms reasonably satisfactory to the Company and the Investor.

The Company shall use commercially reasonable efforts to satisfy, or cause to be satisfied, the conditions in the first paragraph of this section as soon as reasonably practicable and in any event before the Long-Stop Date. The Investor shall use commercially reasonable efforts to satisfy, or cause to be satisfied, the conditions in the second paragraph of this section within the same period, including by providing promptly any documents or information reasonably requested for the Company's verification checks.

Each Party shall promptly notify the others in writing upon becoming aware of any fact or circumstance that would reasonably be expected to cause any condition not to be satisfied before the Long-Stop Date. No such notification shall be deemed to cure any breach of representation, warranty or covenant, or to affect the conditions to the obligations of any Party, except that the Company shall be entitled to rely upon the matters notified in respect of any matter arising after the Effective Date and outside its reasonable control for the purposes of the section headed Limitation of Liability and Indemnification.

If any condition has not been satisfied or waived by the Long-Stop Date, the Party entitled to the benefit of that condition may elect, by written notice, to waive it, to extend the Long-Stop Date by up to [Number] days, or to terminate this Agreement in accordance with the section headed Term and Termination, without liability to any other Party except for any prior breach of this Agreement.

The Company shall apply the Investment Amount, net of the costs and expenses for which it is responsible under this Agreement, solely for the purposes of its business and in substantially the following proportions: [Percentage]% for [Product or Service Development]; [Percentage]% for [Sales and Marketing]; [Percentage]% for [Working Capital and General Corporate Purposes]; and [Percentage]% for [Other Permitted Use] (the "Permitted Uses").

The allocation of the Investment Amount among the Permitted Uses is indicative only. The board of directors of the Company may, acting in good faith and in the best interests of the Company, reallocate up to [Percentage]% of the Investment Amount between categories of the Permitted Uses without the consent of the Investor, and any greater reallocation shall be notified to the Investor in the next annual report delivered under this Agreement.

The Company shall not apply any part of the Investment Amount to (i) the repayment of loans made by, or the payment of any bonus, dividend or other distribution to, any shareholder, director, Founder or Affiliate thereof, other than remuneration and expense reimbursement in the ordinary course approved by the board of directors, or (ii) any purpose that would violate applicable law.

The Investment Amount shall be received into, and held in, a bank account of the Company in the Company's own name, and shall be dealt with in accordance with the Company's ordinary financial controls and approval procedures.

The Investor acknowledges that the Company's receipt of the Investment Amount is not a guarantee of the success of the Company's business, and that the Company shall not be in breach of this section solely because the results anticipated from the application of the Investment Amount are not achieved, provided that the Company has applied the Investment Amount in accordance with this section.

The Investor shall not be entitled to direct, approve or supervise the application of the Investment Amount, and its rights in relation to the use of proceeds shall be limited to the information rights set out in the section headed Information Rights and Annual Reporting.

The Company represents and warrants to the Investor, as of the Effective Date and as of the Closing Date, that, except as fairly disclosed in writing by the Company to the Investor before the Effective Date: the Company is duly organized, validly existing and in good standing under the laws of [Jurisdiction of Incorporation], and has full corporate power and authority to carry on its business as currently conducted and to enter into and perform this Agreement.

The execution, delivery and performance of this Agreement by the Company have been duly authorized by all necessary corporate action, and this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general principles of equitable remedies.

The execution, delivery and performance of this Agreement by the Company do not and will not (i) violate the Constitutional Documents, (ii) violate any law or order of any Governmental Authority applicable to the Company in any material respect, or (iii) result in a material breach of, or default under, any material agreement to which the Company is a party.

The Investment Shares, when issued and paid for in accordance with this Agreement, will be duly authorized, validly issued, fully paid and free of Encumbrances created by the Company, other than restrictions under this Agreement, the Constitutional Documents and applicable securities laws. The issued share capital of the Company immediately before the Closing is as set out in [Capitalization Summary].

To the Company's knowledge, there is no action, suit, claim or proceeding pending or threatened in writing against the Company before any Governmental Authority that, if adversely determined, would reasonably be expected to have a Material Adverse Effect. For this purpose, "the Company's knowledge" means the actual knowledge of the Founders, after reasonable inquiry of the Company's officers.

The financial information regarding the Company that has been provided in writing to the Investor in connection with this Agreement was prepared in good faith from the books and records of the Company and, to the Company's knowledge, fairly presents in all material respects the financial position of the Company as of the dates indicated. Projections and forward-looking statements provided to the Investor are estimates made in good faith, and no representation or warranty is given that they will be achieved.

Except as expressly set out in this section, neither the Company nor any Founder makes any representation or warranty, express or implied, including as to the future performance, profitability or prospects of the Company, and the Investor acknowledges that it has not relied on any representation, warranty, statement or assurance not expressly set out in this Agreement.

The Investor represents and warrants to the Company, as of the Effective Date and as of the Closing Date, that it is duly organized, validly existing and in good standing under the laws of [Investor Jurisdiction], and has full power and authority to enter into and perform this Agreement, which constitutes its legal, valid and binding obligation.

The execution, delivery and performance of this Agreement by the Investor do not and will not violate its constitutional documents, any law or order applicable to it, or any agreement by which it is bound, and no consent of any third party or Governmental Authority is required on its part in connection therewith that has not been obtained.

The Investor is acquiring the Investment Shares for its own account, for investment purposes only, and not with a view to, or for resale in connection with, any distribution thereof in violation of applicable securities laws.

The Investor is a sophisticated investor with such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company, and is able to bear the economic risk of that investment, including the complete loss thereof. The Investor has had the opportunity to ask questions of, and receive answers from, the Company and to conduct such due diligence as it considers appropriate.

The Investor acknowledges that the Investment Shares have not been registered or qualified under the securities laws of any jurisdiction, are being offered in reliance on exemptions from such registration or qualification, and are subject to the restrictions on transfer set out in this Agreement and the Constitutional Documents.

The funds used to pay the Investment Amount are derived from lawful sources and are not the proceeds of any criminal activity. Neither the Investor nor, to its knowledge, any of its beneficial owners or controlling persons is the subject of any sanctions or restrictive measures administered by any Governmental Authority, and the Investor shall provide such information as the Company reasonably requests to comply with applicable anti-money laundering, know-your-customer and sanctions requirements.

The Investor acknowledges that it is entering into this Agreement for business purposes, and that it has been advised, or has had the opportunity to seek advice, from independent legal, tax and financial advisers of its choice, and has not relied on the Company, the Founders or their advisers for such advice.

From the Effective Date until the Closing, the Company shall conduct its business in the ordinary course consistent with past practice and shall not, without the prior written consent of the Investor (not to be unreasonably withheld, conditioned or delayed), issue any shares or equity securities other than as contemplated by this Agreement or pursuant to existing option or incentive arrangements disclosed to the Investor, declare or pay any dividend, or amend the Constitutional Documents in a manner adverse to the rights attaching to the Investment Shares.

From and after the Closing, the Company shall maintain its corporate existence and shall conduct its business in compliance in all material respects with applicable laws, and shall maintain its books and records in accordance with [Applicable Accounting Standards] consistently applied.

The Company shall maintain in force, with reputable insurers, insurance coverage in respect of its business and assets of such types and in such amounts as are customary for companies of similar size engaged in similar businesses, and in any event not less than [Minimum Insurance Cover].

The Company shall give the Investor written notice of any event that would reasonably be expected to have a Material Adverse Effect, within [Number] Business Days after a director or officer of the Company becomes aware of it.

The Company shall pay the Investor's Common Shares dividends and distributions on the same basis as to all holders of Common Shares if and when declared by the board of directors in accordance with applicable law and the Constitutional Documents. Nothing in this Agreement shall oblige the Company to declare or pay any dividend or distribution.

The Company shall comply with its obligations under the Constitutional Documents and applicable law in relation to the holding of the Investment Shares by the Investor, and shall register any transfer of Investment Shares made in accordance with this Agreement and the Constitutional Documents within [Number] Business Days after the lodging of a duly completed instrument of transfer.

The covenants of the Company in this section are given to the Investor only, may be waived by the Investor in writing, and shall survive until the earlier of (i) the date on which the Investor ceases to hold any Investment Shares and (ii) the [Number] anniversary of the Closing Date.

The Company shall deliver to the Investor, within [Number] days after the end of each financial year of the Company, commencing with the financial year ending [Financial Year End Date], an annual report comprising the annual financial statements of the Company for that year, [audited / reviewed / management-prepared] and prepared in accordance with [Applicable Accounting Standards].

The annual report shall also include a concise narrative summary, prepared by management, of the Company's principal business developments during the year and an overview of the application of the Investment Amount in relation to the Permitted Uses. The Company shall not be required to include forecasts, budgets or business plans in the annual report.

The Company shall, upon the Investor's reasonable written request made not more than [Number] times in any financial year, provide the Investor with such additional information concerning the Company's financial position as is reasonably necessary for the Investor to comply with its own legal, tax or regulatory reporting obligations, provided that the Company shall not be required to disclose information the disclosure of which would, in the reasonable opinion of the board of directors, (i) jeopardize legal privilege, (ii) breach any obligation of confidentiality owed to a third party, (iii) disclose trade secrets or competitively sensitive information, or (iv) violate applicable law.

The rights of the Investor under this section are the sole governance and information rights of the Investor under this Agreement. The Investor shall have no right to inspect the books, records, premises or personnel of the Company, to attend or observe meetings of the board of directors, or to receive management accounts or other periodic reports, except as required by mandatory law or as expressly set out herein.

All information provided to the Investor under this section shall constitute Confidential Information (as defined in the section headed Confidentiality) and shall be used by the Investor solely for the purpose of monitoring and evaluating its investment in the Company.

The Company's obligations under this section shall cease on the earliest of (i) the date on which the Investor, together with its Affiliates, holds less than [Percentage]% of the issued Common Shares, (ii) the completion of an initial public offering or sale of all or substantially all of the shares or assets of the Company, and (iii) the date on which this Agreement is terminated.

The Investor shall provide written notice of the individual or individuals authorized to receive information on its behalf, and the Company shall be entitled to deliver information by email to the address set out in this Agreement, which shall constitute good delivery.

Each Founder undertakes to the Investor and the Company that, for so long as such Founder remains a director, officer, employee or shareholder of the Company and in any event for a period of [Number] months following the Closing Date (the "Commitment Period"), such Founder shall devote not less than [Number] hours per week, or [Percentage]% of his or her professional working time, to the business and affairs of the Company.

The undertaking in the preceding clause shall not prevent a Founder from (i) managing his or her personal investments, provided this does not materially interfere with the performance of his or her duties to the Company, (ii) engaging in charitable, educational or civic activities, or (iii) holding such other positions or engaging in such other activities as are disclosed in [Disclosed Outside Activities] or as the board of directors may approve in writing.

The undertakings in this section shall be suspended, without breach, for any period during which a Founder is unable to perform them by reason of illness, incapacity, disability, parental leave, bereavement, or any other cause beyond his or her reasonable control, and for periods of statutory or contractually agreed leave.

The Founders' sole personal obligations under this Agreement are those expressly set out in this section. Without limiting the foregoing, no Founder shall be personally liable for any representation, warranty, covenant, indemnity or payment obligation of the Company under this Agreement, nor for the return of any part of the Investment Amount, nor shall any Founder be required to provide any guarantee, pledge or security to the Investor.

The Founders acknowledge that the Investor is entering into this Agreement in reliance on their undertakings in this section. In the event of a material breach of this section by a Founder that is not remedied within [Number] days after written notice from the Investor specifying the breach, the Investor's sole remedy as against that Founder shall be an action for specific performance of the undertaking, and any claim for damages against that Founder shall be limited to damages actually suffered and proved by the Investor, and shall not exceed [Founder Liability Cap].

The Company shall be entitled, but not obliged, to enforce the undertakings of the Founders in this section on behalf of the Investor, and the Investor shall consult with the Company before taking any action against any Founder in respect of a breach of this section.

The undertakings of each Founder are several and not joint, and a breach by one Founder shall not constitute or be deemed to be a breach by any other Founder.

The Investor shall not, directly or indirectly, sell, assign, transfer, pledge, grant any option over or otherwise dispose of or create any Encumbrance over all or any of the Investment Shares, or any interest therein (a "Transfer"), for a period of [Number] months following the Closing Date, without the prior written consent of the Company, which may be given or withheld in its sole discretion.

After the expiry of the period referred to in the preceding clause, any Transfer by the Investor shall be subject to (i) the prior written notice to the Company of the proposed transferee, the number of Investment Shares and the price and terms of the Transfer, (ii) any right of first refusal, tag-along, drag-along or pre-emptive right provided for in the Constitutional Documents, and (iii) the transferee agreeing in writing to be bound by this Agreement and the Constitutional Documents as if it were the Investor.

The Company may refuse to register any Transfer that, in the reasonable opinion of the board of directors, (i) would violate applicable securities laws or other law, (ii) would result in the Company being required to register any class of its securities or to become subject to additional regulatory requirements, (iii) is to a competitor of the Company or to a person that is the subject of sanctions, or (iv) is not made in accordance with this Agreement or the Constitutional Documents.

The Investor shall not, without the prior written consent of the Company, Transfer any Investment Shares to any person that is not an accredited, qualified or sophisticated investor under the securities laws applicable to such Transfer, and the Investor shall, if requested by the Company, deliver an opinion of counsel reasonably satisfactory to the Company that the Transfer is exempt from registration or qualification under applicable securities laws.

The Investor agrees that if the Company undertakes an initial public offering of its securities or a public listing, the Investor shall, if requested by the Company or the managing underwriters, enter into a customary lock-up agreement restricting the Transfer of the Investment Shares for a period of up to [Number] days following the effective date of the offering, on terms no more restrictive than those applicable to the Founders.

The Investor shall comply with all applicable securities laws in connection with any offer, sale or other Transfer of the Investment Shares, and the Company shall be entitled to place a legend on any certificate or register entry for the Investment Shares to the following effect: "THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE INVESTMENT AGREEMENT AND APPLICABLE LAW."

Any purported Transfer in violation of this section shall be null and void and shall not be recorded in the register of members of the Company.

For the purposes of this Agreement, "Confidential Information" means all non-public information, in any form, disclosed by or on behalf of a Party (the "Disclosing Party") to another Party (the "Receiving Party") in connection with this Agreement, including the terms of this Agreement, financial information, business plans, technology, customer and supplier information, and all information provided under the section headed Information Rights and Annual Reporting.

The Receiving Party shall (i) keep the Confidential Information strictly confidential, (ii) use it solely for the purposes of exercising its rights and performing its obligations under this Agreement, and (iii) not disclose it to any third party, other than as permitted by this section, using at least the same degree of care as it uses to protect its own confidential information of a similar nature, and in any event no less than a reasonable degree of care.

The Receiving Party may disclose Confidential Information to its and its Affiliates' directors, officers, employees, advisers, auditors, financing sources and bona fide prospective transferees permitted under this Agreement who have a need to know such information and who are bound by obligations of confidentiality no less protective than those in this section, and the Receiving Party shall be liable for any breach of this section by any such person.

The obligations in this section do not apply to information that the Receiving Party can demonstrate by written records (i) is or becomes publicly available other than through a breach of this Agreement, (ii) was lawfully in its possession before disclosure by the Disclosing Party, (iii) is lawfully received from a third party without restriction, or (iv) is independently developed without use of the Confidential Information.

A Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, court order or the rules of any securities exchange, provided that, to the extent legally permitted, it gives the Disclosing Party prompt prior written notice, cooperates with any effort of the Disclosing Party to obtain a protective order, and discloses only that portion of the Confidential Information that it is legally required to disclose.

No Party shall make any public announcement or press release concerning this Agreement, the Investment or the identity of the Investor without the prior written consent of the Company (in the case of an announcement by the Investor) or the Investor (in the case of an announcement by the Company or a Founder), not to be unreasonably withheld, except as required by law.

The obligations in this section shall survive the termination of this Agreement and the Closing and shall continue for a period of [Number] years thereafter. Upon written request, a Receiving Party shall return or destroy the Disclosing Party's Confidential Information, except for copies required to be retained by law or by bona fide document retention policies.

Subject to the following clauses, each Party (an "Indemnifying Party") shall indemnify the other Party (the "Indemnified Party") against losses, damages, liabilities and reasonable costs actually suffered by the Indemnified Party as a direct result of a breach by the Indemnifying Party of its representations, warranties or covenants in this Agreement. For the avoidance of doubt, the Founders shall have no indemnification obligation under this Agreement other than as expressly set out in the section headed Founder Time Commitment Undertakings.

The aggregate liability of the Company to the Investor under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed an amount equal to the Investment Amount actually received by the Company, and the Company shall have no liability for any claim for breach of a representation or warranty unless the loss in respect of such claim exceeds [De Minimis Amount] and the aggregate of all such losses exceeds [Basket Amount], in which case the Company shall be liable only for the excess.

In no event shall any Party be liable to any other Party for any indirect, consequential, special, exemplary or punitive damages, or for any loss of profit, loss of revenue, loss of goodwill or diminution in value, whether or not foreseeable, arising out of or in connection with this Agreement.

The Company shall not be liable for any claim under this Agreement unless the Investor has given written notice of the claim, setting out in reasonable detail the nature of the claim and the amount claimed, within [Number] months after the Closing Date, except in the case of fraud, and any claim notified shall be deemed withdrawn unless legal proceedings are commenced within [Number] months after the date of such notice.

An Indemnified Party shall promptly notify the Indemnifying Party of any third-party claim giving rise to a right of indemnification, shall allow the Indemnifying Party to assume the defense of that claim with counsel of its choice, shall not settle that claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld), and shall take reasonable steps to mitigate any loss.

The limitations in this section shall not apply in respect of liability for fraud or fraudulent misrepresentation, or to the extent that liability cannot be limited or excluded under applicable mandatory law.

The Investor acknowledges that its sole and exclusive remedy for any breach of the representations and warranties of the Company shall be a claim for damages under this section, and that, following the Closing, it shall not be entitled to rescind or terminate this Agreement or to seek the return of the Investment Amount, except in the case of fraud.

This Agreement shall take effect on the Effective Date and, unless earlier terminated in accordance with this section, shall continue in full force and effect until the earlier of (i) the date on which the Investor ceases to hold any Investment Shares, (ii) the completion of an initial public offering or sale of all or substantially all of the shares or assets of the Company, and (iii) the [Number] anniversary of the Closing Date (the "Term").

This Agreement may be terminated at any time before the Closing: (i) by the mutual written agreement of the Company and the Investor; (ii) by either the Company or the Investor, by written notice, if the Closing has not occurred on or before the Long-Stop Date, provided that the right to terminate under this clause shall not be available to a Party whose breach has been the principal cause of the failure of the Closing to occur by that date; or (iii) by either of them if a final, non-appealable order of a Governmental Authority permanently prohibits the Closing.

The Company may terminate this Agreement by written notice to the Investor at any time before the Closing if the Investor has materially breached any of its representations, warranties or covenants in this Agreement and has failed to remedy that breach within [Number] Business Days after written notice requiring it to do so, or if the Investor fails to pay the Investment Amount in full at the Closing, in which case the Company shall be entitled to claim its reasonable costs and expenses incurred in connection with the proposed Investment.

The Investor may terminate this Agreement by written notice to the Company at any time before the Closing if the Company has materially breached any of its representations, warranties or covenants in this Agreement that would cause a condition in the section headed Conditions Precedent to Closing not to be satisfied, and the breach is incapable of remedy or has not been remedied within [Number] Business Days after written notice requiring it to do so.

Following the Closing, this Agreement may not be terminated by the Investor, and the Investor's rights shall be limited to those expressly set out in this Agreement. The Company may terminate the rights of the Investor under the section headed Information Rights and Annual Reporting by written notice if the Investor is in material breach of the section headed Confidentiality and fails to remedy it within [Number] days after notice.

If this Agreement is terminated before the Closing, it shall become void and of no further effect, without liability of any Party, except that (i) the sections headed Confidentiality, Governing Law and Dispute Resolution, and Miscellaneous Provisions shall survive, (ii) any obligation to bear costs shall be as set out in this Agreement, and (iii) termination shall not relieve any Party from liability for any wilful breach or fraud committed before termination. If the Investment Amount has been paid before such termination, the Company shall return it to the Investor, without interest, within [Number] Business Days.

The termination or expiry of this Agreement shall not affect the Investment Shares held by the Investor, which shall continue to be held subject to the Constitutional Documents, nor any accrued rights or liabilities of any Party, nor the continuation in force of any provision that is expressly or by implication intended to survive.

This Agreement, and any non-contractual obligation arising out of or in connection with it, shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt in good faith to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach or termination (a "Dispute"), by negotiation between senior representatives of the Parties. Any Party may initiate such negotiation by written notice (a "Dispute Notice") to the other Parties.

If the Dispute is not resolved within [Number] days after the Dispute Notice, the Dispute shall be finally settled by arbitration administered by [Arbitration Institution] in accordance with its rules in force at the date of the commencement of the arbitration, which rules are deemed to be incorporated by reference into this clause.

The arbitral tribunal shall consist of [One / Three] arbitrator(s) appointed in accordance with those rules. The seat and legal place of arbitration shall be [City, Jurisdiction], and the language of the arbitration shall be English.

The award of the arbitral tribunal shall be final and binding on the Parties, and judgment on the award may be entered and enforced in any court having jurisdiction. The tribunal shall have the authority to award costs, including reasonable legal fees, to the prevailing Party.

Nothing in this section shall prevent any Party from seeking interim, injunctive or conservatory relief from any court of competent jurisdiction in order to preserve the status quo or to protect its Confidential Information or other rights pending the constitution of the tribunal, and the Parties submit to the non-exclusive jurisdiction of the courts of [Court Jurisdiction] for that purpose.

The arbitration and all related proceedings shall be confidential, and no Party shall disclose the existence or content of the proceedings or any award, except as required by law or to enforce or challenge an award. The Parties shall continue to perform their respective obligations under this Agreement pending resolution of any Dispute.

This Agreement, together with the Constitutional Documents, constitutes the entire agreement among the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, term sheets, letters of intent, understandings and agreements, whether written or oral, relating to that subject matter. In the event of any conflict between this Agreement and the Constitutional Documents, the Parties shall exercise all voting and other rights available to them to amend the Constitutional Documents to give effect to this Agreement, to the extent permitted by law.

No amendment or variation of this Agreement shall be effective unless made in writing and signed by the Company, the Investor and, where the amendment affects the rights or obligations of the Founders, the Founders concerned. No waiver of any right under this Agreement shall be effective unless in writing and signed by the waiving Party, and no failure or delay in exercising any right shall operate as a waiver of that right.

The Investor may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Company, except in connection with a Transfer of the Investment Shares made in accordance with the section headed Transfer Restrictions and Securities Law Compliance. The Company may assign its rights under this Agreement to any successor to all or substantially all of its business or assets, upon written notice to the Investor.

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be enforced to the maximum extent permissible and the validity, legality and enforceability of the remaining provisions shall not be affected or impaired, and the Parties shall negotiate in good faith to replace such provision with a valid provision that most closely achieves the intended commercial effect.

All notices under this Agreement shall be in writing in English and delivered by hand, by internationally recognized courier or by email to the addresses set out in the signature section of this Agreement (or such other address as a Party may notify in writing). Notices shall be deemed received upon delivery if delivered by hand or courier, and on the next Business Day after transmission if sent by email without notice of failed delivery.

Nothing in this Agreement shall create any partnership, joint venture, agency or fiduciary relationship between the Parties. Except as expressly provided in this Agreement, no person who is not a Party shall have any right to enforce any term of this Agreement.

Neither the Company nor any Founder shall be liable for any failure or delay in performing its obligations under this Agreement (other than an obligation to pay money) to the extent caused by events beyond its reasonable control, including natural disaster, epidemic, war, terrorism, governmental action, or failure of public utilities or telecommunications.

This Agreement may be executed in any number of counterparts, including by electronic signature and electronic transmission of signed copies, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Each Party shall, at the request of another, execute such further documents and do such further acts as may reasonably be required to give full effect to this Agreement.