Investor Agreement Format India

INVESTOR AGREEMENT 

THIS AGREEMENT is made on _________ BETWEEN 

(1) The persons whose names and addresses are set out in _________ (the “Founders”); 

(2) ________________, incorporated and registered in INDIA with company number __________   whose registered office is at _____________________________;

 (3) [The Persons whose names and addresses are set out in _______________ (the “Other Shareholders”); 

And

 (4) [FULL COMPANY NAME] incorporated and registered in [INDIA] with company number [NUMBER] whose registered office is at [ADDRESS] (the COMPANY). 

WHEREAS

 (A) The Company has invited the Investors to make an investment into the Company (the “Investment”) on the terms and conditions set out in this Agreement; and 

(B) The Investors are willing to make the Investment on the terms and conditions set out in this Agreement. 

NOW THEREFORE IT IS AGREED as follows: –

1. PURPOSE OF AGREEMENT

1.  The Parties constitute the entirety of Investor(s) of the Company, a [state] Company, and are the sole Management, Officers, Executives, Board, and Directors of the Company. 
2.  This Investor Agreement is a binding contract, which defines provisions for management, execution, and control over the affairs of the Company, including

 (i) Management of the business; (ii) Distribution of assets in liquidation; (iii) Disposition of shares; and (iv) Assessment and distribution of dividends.

2. SUBSCRIPTION 

The Investors shall subscribe for [ ___] Shares on the terms and conditions hereinafter contained.

3. COMPANY MANAGEMENT

1.  Directors. If Elected, each Investor is a Director, part of the Board of Directors of the Company. 
2.  Authority. During the term of this Agreement, the Board of Directors are responsible to perform the following: 

I | Maintain accounting to the best of their ability of the Current Assets of the Company, as required by statute.

 II | Enforce the dissemination of a “Quarterly Report.” The Quarterly Report must be sent to the Investor(s) not more than 30 calendar days after the closure of the previous fiscal quarter. Such report will be used to identify profits and dividends. 

III| The Directors must file Articles of the Incorporation as required by statute, and any other certificates, acts, or orders as required.

 IV | The Directors must enforce the maintenance of records, books, and documents as required by statute.

 V | The Directors must enforce that the Company is operated within the bounds of sound business practice.

1.  The Chief Executive will be the managing executive officer of the Company. As such, the Chief Executive Officer will maintain and control all business operations, affairs, and the following: __________________________________________________________________.
2. The Chief Operating Officer will perform the following duties: _________________________________________________________________ 
3. The Chief Financial Officer will perform the following duties: ________________________________________________________________ 
4. The Chief __________________________will perform the following duties: __________________________________________________________________ 
5. The Chief ___________________________will perform the following duties: __________________________________________________________________ 
6.  Limitations on the duties and actions of the Executives and of the Board of Directors are as follows: no Executive may perform any of the following without “Board Approval:” ______________________________. 
7.  Unless stated otherwise in this Agreement, the written approval of all of the Investor(s) are required before the following actions may be taken: Changes to the Articles of Incorporation, Changes to the By-Laws, Mergers or Consolidations, Issuance of shares, Transfer of Substantially all assets of the Company, Change to this Investor Agreement, or initiation of Dissolution of the Company. _______________________________________ _________________________________________________________________. 
8.  The Investor(s) may be employees of the Company if: They are active in the Company’s affairs, they hold Shares in the Company, they adhere to the duties prescribed in this Agreement, and in the By-Laws and Articles of Incorporation, and any addendums, attachments, or annexes. This Agreement does not define the title, salary, or other terms of employment. Another agreement must be made to settle any terms of employment, made in unanimous written agreement by the Investor(s). 

 

4. PROMOTION AND PROTECTION OF INVESTMENTS

4.1 Each Contracting Party shall, in its territory, encourage and create favourable conditions for investments by investors of the other Contracting Party and, subject to its laws and regulations, shall admit such investments.

4.2 Investments made by investors of each Contracting Party shall be accorded fair and equitable treatment in accordance with the provisions of this Agreement, and shall enjoy full protection and security in the territory of the other Contracting Party. Neither Contracting Party shall in any way impair by unreasonable measures the management, maintenance, use, enjoyment or disposal of investments in its territory of investors of the other Contracting Party.

 

5. NON-COMPETE AND TRADE SECRETS

1.  Investor(s) acknowledge that it is a material breach of this Agreement to (i) Be employed or otherwise interested in, either direct or indirect, to a business similar to that conducted by the Company, and (ii) to Compete with the Company. 
2. Trade Secrets are assets of the Company. Unless written consent of All Investor(s) is obtained for the disclosure of such secrets, the disclosure of these Trade Secrets is a material breach of this Agreement. Trade secrets include but are not limited to: Technical specifications, contacts of customers and clients, internal Company matters, and proprietary processes, research, communications, or intellectual property. The general prohibition of disclosure of such Trade Secrets is perpetual in term.

 

6. COMPENSATION FOR LOSSES

6.1 Investors of one Contracting Party whose investments in the territory of the other Contracting Party suffer losses owing to war or other armed conflict, revolution, a state of national emergency, revolt, insurrection, riot or other such similar activity in the territory of the Host Contracting Party shall be accorded by the Host Contracting Party treatment, as regards restitution, indemnification, compensation or other settlement, not less favourable than that which the Host Contracting Party accords to its own investors or to investors of any third state. Resulting payments shall be freely transferable.

6.2 Without prejudice, investors of one Contracting Party who, in any of the situations mentioned in that paragraph, suffer losses in the territory of the other Contracting Party, resulting from:

1. requisitioning of their property by its forces or authorities, or
2. destruction of their property by its forces or authorities, which was not caused in combat action or was not required by the necessity of the situation,

shall be accorded restitution or adequate compensation. Resulting payments shall be made without undue delay, in a freely usable currency, and shall be freely transferable.

 

7. MATTERS REQUIRING INVESTOR CONSENT 

1. 1. 1. The Company undertakes that, save with Investor Consent, the Company shall not take any of the actions set out in Schedule
      2.  Each of the Founders undertakes to the Investor (as a separate covenant by each of them) to exercise all voting rights and powers of control available to him in relation to the Company to procure that, save with Investor Consent, the Company shall not take any of the actions set out in Schedule.

 

8. DIVIDENDS, DISTRIBUTIONS OF PROFITS AND LOSSES

1.  Profits and losses of the Company will be determined by independently determined rules of accounting and will be determined on a fiscal year basis. 
2. The Company shall retain a portion of its income. This “Retained Revenue” sum of _________[percent], or _____________________ [amount], whichever is higher will not be included into amounts distributed as Dividend. Additional Discretionary Retained Revenue may be added, as needed, with the approval of the Board of Directors, for the purposes of the following non-limiting items: conducting business and maintaining development, normal operations, or expansion of the business. 
3. After subtracting the Retained Revenue and Additional Discretionary Retained Revenue from the Gross Revenue, the Company should subtract any earnings required by law, including but not limited to Taxes, Expenses, Depreciation, Interest and Depreciation, resulting in a net Income amount. The Net Income may be distributed to Investor(s) every financial quarter. The amount will be proportional to the Number of Shares owned. Investor(s) may choose not to receive distributions, but instead offer distributions to the Company as a loan.

 

 9. LOANS FROM INVESTOR(S) TO THE COMPANY 

1. In the event that an Investor elects to provide moneys to the Company, additionally not related to the compensation for shares, The Investor may provide such a loan to the Company, except in the following condition(s) __________________________________________________________________. 
2.  The Company may repay the Loans provided by Investor(s) upon agreement by the Investor(s) that the moneys are available to pay the loan. The oldest Loans will be repaid first, unless the Investor waives these terms.

 

10. NON- COMPETITION 

1. 1. Each Founder shall not without the prior written consent of the Company directly or indirectly at any time whilst 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. 
   2. Each Founder acknowledges that the foregoing provisions of this clause 10 are fair, reasonable and necessary to protect the goodwill and interests of the Company.
   3. If any of the restrictions or obligations contained in this clause 10 is held to be invalid or unenforceable but would be valid or enforceable if part of the provision were deleted then such restrictions or obligations shall apply with such deletions as may be necessary to make them enforceable. In the event of any part of this clause being declared invalid or unenforceable by any court of competent jurisdiction, all other parts of this clause shall remain in full force and effect and shall not be affected thereby.

11. CONFIDENTIALITY 

Except as provided elsewhere in this agreement, and excluding any information which is in the public domain (other than through the wrongful disclosure of any party), or which any party is required to disclose by law or by the rules of any regulatory body to which the Company is subject, each party agrees to keep secret and confidential and not to use, disclose or divulge to any third party (other than a party’s professional advisers) any:

11.1 Confidential information relating to the Company (including any Intellectual Property, customer lists, reports, notes, memoranda and all other documentary records pertaining to the Company or its business affairs, finances, suppliers, customers or contractual or other arrangements); or 

11.2 Information relating to the negotiation, provisions or subject matter of this agreement (or any document referred to in it); or 

11.3 Information concerning the Investor, its shareholders or any member of their respective groups.

 

 12. DISSOLUTION 

1. All Investor(s) must agree unanimously to voluntarily dissolve the Company. 
2. In the case of voluntary or involuntary dissolution, at the beginning of proceedings, all business operations will cease. The only exception to this clause is for operations which must continue for the purposes of the dissolution proceedings.

During the Dissolution Proceedings, the CEO, Investor(s), or appointed persons responsible shall:

1.  Manage business that is necessary to complete the dissolution proceedings 
2. Complete, Pay, Collect, and settle any debts or credits against the Company, including any litigation processes ongoing. 
3. Sell, or otherwise convert all assets of the Company for Cash. 
4.  Make any Contracts necessary in the name of the Company, regarding dissolution proceedings. 
5.  Employ agents or entities with power of attorney(s) to complete above tasks.

1. The CEO, Investor(s), or entity appointed by the CEO or Investor(s) shall apply any moneys, during dissolution proceedings, in the following order: 

1. To liabilities or debts of the Company, expenses of dissolution, and in accordance with the law. 
2. To Investor loans 
3. To Profits, undistributed 
4. To Repayment of the purchase of shares, by original amounts of consideration paid by Investor(s). 
5. To the Investor(s) as a proportion to the number of shared owned.

 

13.  TRANSFERRING SHARES 

1.  Any transfer or sale, if not authorized by the terms of this Investor Agreement, is void. 
2.  The Investor(s) agree to sell any shares to the Company, and the Company agrees to buy any shares, on the event of an Investor’s death. The moneys will be paid to the estate, and the executor of the estate will make the sale within 60 days of the appointment of the executor. 
3. An Investor may depart the Company by selling all their stock held in the Company. If the Departing Investor chooses to depart, any sales must be made within 60 days of the written Notice of Intent to Depart made by the Investor. 
4. If a buy or sell action occurs under this section, the remaining Investor(s) will have right of first refusal to purchase all shares that would be purchased otherwise by the Company. The price will be held at the purchase price that the Company would pay. To use this Right of First Refusal, Investor(s) must provide written notice not less than 10 days before effective sale. 

 

14. NOTICES 

1. 1. A notice given under this agreement: 

• shall be in writing in the English language (or be accompanied by a properly prepared translation into English); 
• shall be sent for the attention of the person, and to the address or email address, given in this clause (or such other address, email address or person as the relevant party may notify to the other party); and 
• shall be delivered personally, sent by email, sent by pre-paid first-class post or recorded delivery or (if the notice is to be served by post outside the country from which it is sent) sent by airmail.

 

15. WHOLE AGREEMENT

 This agreement and the documents referred to or incorporated in it or executed contemporaneously with it, constitute the whole agreement between the parties relating to the subject matter of this agreement, and supersede any previous arrangement, understanding or agreement between them relating to the subject matter that they cover.

 

 16. MISCELLANEOUS TERMS 

1. Any disputes shall be settled by the Company and Investor(s) according to the following terms and format: [describe the way that any disputes can be settled. Usually, such terms are set to minimize the litigation costs (even mediation can be quite costly).
2.  All Notices from Investor(s) to the Company, or vice-versa, will be in writing sent in the following format: ______________________________, to the following addresses: _______________________________________________________________

 

17. DISPUTE RESOLUTION 

The venue for any disputes relating to or arising from the Agreement will be in the local jurisdiction of the primary premises of the Company. When a legal action arises from the agreement, the prevailing party shall be awarded reasonable attorney fees and court costs from any non-prevailing party(ies). If a dispute arises from this agreement and parties are unable to resolve their dispute, then parties hereby agree to seek mediation prior to filing a lawsuit. Mediator(s) should be a neutral third party which is mutually agreed upon and chosen between both parties. If any party initiates a lawsuit without attending mediation, then that party shall not be entitled to recovering attorney fees and court costs even when otherwise entitled parties agreed to seek first mediation as a solution for any disputes. If both attend mediation and are unsuccessful in reaching a mutually agreeable resolution, then both parties agree to attend legally binding arbitration. In this case, the arbitrator shall be mutually agreed upon by both parties and be experienced in residential real estate law and shall include a written record of the arbitration hearing. By initiating the spaces provided in both parties agree to attend arbitration if mediation is not successful. If both parties elect this arbitration clause and one party initiates a lawsuit without attending arbitration, then that party shall not be entitled to recovering attorney’s fees and court costs even when otherwise entitled.

Schedule 1 

Part- 1 The Founders

Name of Founder	Address of Founder	Number of [___] shares held

 

Part-2 The Investor

Name of Investor	Address of Investor

 

Part 3 – The Other Shareholders

Name of Other Shareholder	Address of Other Shareholder

 

Schedule- 2

Part 1 – The Company

Name
Company Number
Date of incorporation
Registered office
Share capital	[NUMBER] [CLASS] Shares of [NOMINAL VALUE] each
Shareholders	Number and class of shares
1. [NAME]	[NUMBER] [CLASS] Shares
2. [NAME]	Address
3. [NAME]
TOTAL
Directors	Address
1. [NAME]	[RESIDENTIAL ADDRESS]
2. [NAME]	[RESIDENTIAL ADDRESS] {NOTE: To be completed for all directors}
Details of any loans / other indebtedness	{NOTE: e.g. loan notes, bank financing, amounts owed for services rendered etc.}
Details of any charges
Foreign law legal advisers

Part 2 – The Subsidiary

Name
Company Number
Date of incorporation
Registered office
Share capital	[NUMBER] [CLASS] Shares of [NOMINAL VALUE] each
Shareholders	Number and class of shares
1. [NAME]	[NUMBER] [CLASS] Shares
2. [NAME]	Address
3. [NAME]
TOTAL
Directors	Address
1. [NAME]	[RESIDENTIAL ADDRESS]
2. [NAME]	[RESIDENTIAL ADDRESS] {NOTE: To be completed for all directors}
Details of any loans / other indebtedness	{NOTE: e.g. loan notes, bank financing, amounts owed for services rendered etc.}
Details of any charges
Foreign law legal advisers

 

 18. EXECUTION 

This Agreement is binding, to any successors, executors, heirs, administrators, and assigns, between the Parties named “Investor(s)” and the Company, with all clauses and terms enforceable only if not in validation of any statute, present or future, and governed by the laws of ______________________________________. The entire body of the Agreement is contained within these pages, of which this is the last. Any modifications or nullifications to this Agreement must be made and approved by all parties in writing, in a separate Agreement. Executed on this ______________day, at   ________________________________________ [City, State/Province, Country]. 

 

Signed by [NAME OF FOUNDER] ………………………………… 

Signed by [NAME OF FOUNDER] ………………………………… 

Signed by [NAME] for and on behalf of [COMPANY] ………………………………… 

Director Signed by [________] for and on behalf of SBC BERLIN 2015-2017 LTD ……