Investment Syndication Agreement An agreement for syndicating investments among multiple investors, specifying syndication terms, investment amounts, profit-sharing arrangements, and management responsibilities.
The purpose of this Agreement is to establish the terms and conditions under which the Parties shall invest in SolarTech Innovations Group, a tech startup in the renewable energy sector, in order to fund its expansion and the development of its groundbreaking solar energy technology product.
2.1. Investment Amounts
The Parties hereby agree to collectively invest the following amounts into SolarTech Innovations Group on the terms set forth in this Agreement, with each Party's respective investment amount as follows:
a) Bright Ventures: US$[Amount]
b) EnergyFuture: US$[Amount]
c) Sustainable Horizons: US$[Amount]
d) Renewable Ventures: US$[Amount]
2.2. Subscription for Preferred Shares
In exchange for their investment, each Party shall receive a number of preferred shares in SolarTech Innovations Group, to be determined by the Parties and SolarTech Innovations Group based on the respective investment amounts and the pre-agreed valuation of SolarTech.
3.1. Dividends and Exit Proceeds
Each Party shall be entitled to receive dividends and other distributions from SolarTech in proportion to the number of preferred shares held by such Party. Upon any liquidation event or exit transaction, the Parties shall receive their pro rata share of proceeds, based on their respective preferred share ownership, subject to any rights to receive a preference on recoupment of their investment.
4.1. Designation of a Syndicate Lead
Bright Ventures is hereby designated as the Syndicate Lead for the purpose of coordinating activities and communications among the Parties and with SolarTech. Specifically, Bright Ventures shall, acting reasonably and in good faith, oversee and facilitate the execution of this Agreement and any related agreements, monitor and report on the performance of SolarTech, and coordinate decisions and communications to SolarTech, as required.
4.2. Syndicate Advisory Committee
An advisory committee, consisting of one representative from each Party, shall be formed (the "Syndicate Advisory Committee"). The Syndicate Advisory Committee shall meet periodically to discuss and provide oversight for the investment, share information about SolarTech's performance, and address any material issues or matters requiring the input or decision of the Parties.
The Parties hereby represent and warrant to each other that they have full power and authority to enter into and perform their respective obligations under this Agreement, and that this Agreement constitutes a legally valid and binding obligation of each Party, enforceable against such Party in accordance with its terms.
Each Party shall treat all information provided by any other Party in connection with this Agreement, or obtained as a result of the Party's participation in the investment in SolarTech, as confidential and shall not disclose such information to any third party, except as required by law or as otherwise agreed in writing by the Parties.
This Agreement may be terminated by mutual written agreement of the Parties or upon the occurrence of a material breach that is not cured within thirty (30) days after written notice thereof has been given to the breaching Party.
8.1. Governing Law
This Agreement shall be governed by, and construed in accordance with, the laws of the United States and the state of [State], without regard to its conflicts-of-laws principles.
8.2. Dispute Resolution
Any disputes arising out of or in connection with this Agreement shall be resolved through good faith negotiations between the Parties. If such negotiations do not result in a resolution, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed duly given (a) when delivered personally, (b) three (3) days after being sent by registered or certified mail, postage prepaid and return receipt requested, or (c) one (1) business day following dispatch by a nationally recognized overnight courier service (e.g., Federal Express), to the intended recipient at the address specified below, or at such other address as the recipient shall have specified by written notice to the sender.
10.1. Assignment
No Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Parties.
10.2. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
10.3. Entire Agreement
This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof, and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.
10.4. Amendments
This Agreement may be amended only by a writing executed by all Parties.
10.5. No Waiver
The failure of any Party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or the right of such Party to enforce that provision or any other provisions of this Agreement.
In this Investment Syndication Agreement, you will see the following sections:
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