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Stock Investment Agreement Template for United States

A Stock Investment Agreement is a legally binding contract governed by U.S. federal and state securities laws that documents the terms and conditions under which an investor purchases shares in a company. The agreement outlines the investment amount, share price, investor rights, representations and warranties, and various protective provisions. It ensures compliance with SEC regulations and applicable state blue sky laws while protecting both the investor's interests and the company's obligations.

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What is a Stock Investment Agreement?

The Stock Investment Agreement serves as the primary document for equity investments in U.S. companies, whether they're startups or established businesses. It's essential when companies seek to raise capital by selling shares to investors while ensuring compliance with SEC regulations and state securities laws. This agreement typically includes detailed terms about the investment structure, share price, investor rights, and protections for both parties. Companies use this document to formalize investment terms while providing necessary legal protections and regulatory compliance mechanisms. The agreement must align with both federal securities laws and state-specific requirements where the transaction occurs.

What sections should be included in a Stock Investment Agreement?

1. Parties: Identification of the investor(s) and the company

2. Background: Context of the investment and company's business

3. Definitions: Key terms used throughout the agreement

4. Investment Terms: Number of shares, price per share, and total investment amount

5. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and compliance

6. Closing Conditions: Requirements that must be met before closing the investment

7. Transfer Restrictions: Limitations on share transfers and related procedures

8. Governing Law: Jurisdiction and choice of law provisions

What sections are optional to include in a Stock Investment Agreement?

1. Board Rights: Provisions regarding investor board representation rights and board observer rights

2. Pre-emptive Rights: Rights of investors to participate in future funding rounds to maintain ownership percentage

3. Tag-Along Rights: Rights of minority investors to join in sale of shares by majority shareholders

4. Drag-Along Rights: Rights of majority shareholders to force minority shareholders to join in a sale

5. Information Rights: Investor rights to receive financial and operational information from the company

What schedules should be included in a Stock Investment Agreement?

1. Schedule A - Capitalization Table: Current and post-investment share ownership structure of the company

2. Schedule B - Disclosure Schedule: Exceptions to representations and warranties made in the agreement

3. Schedule C - Form of Stock Certificate: Template of the stock certificate to be issued to the investor

4. Schedule D - Corporate Documents: Certificate of incorporation, bylaws, and relevant board resolutions

5. Schedule E - Investor Rights: Detailed terms of special rights granted to investors

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

United States

Publisher

Genie AI

Document Type

Stock Agreement

Cost

Free to use

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