Restaurant Investor Agreement
Restaurant Investor Agreement
This Restaurant Investor Agreement ("Agreement") is made and entered into as of [Effective Date], by and between [Your Company Name], a [type of entity] organized and existing under the laws of [State/Country], with its principal place of business located at [Your Company Address] (hereinafter referred to as "Company"), and [Investor Name], an individual/corporation organized and existing under the laws of [State/Country], with its principal place of business located at [Investor Address] (hereinafter referred to as "Investor").
Recitals
WHEREAS, the Company is engaged in the business of operating a restaurant and desires to raise capital to expand its operations;
WHEREAS, the Investor desires to invest in the Company under the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:
Article I: Investment
1.1 Investment Amount
The Investor agrees to invest the amount of [Investment Amount] (the "Investment Amount") in the Company, and the Company agrees to accept the Investment Amount, subject to the terms and conditions of this Agreement.
1.2 Use of Investment
The Company agrees to use the Investment Amount exclusively for the purposes of expanding its operations, which may include but are not limited to opening new restaurant locations, purchasing equipment, marketing and promotional activities, and working capital.
Article II: Issuance of Equity
2.1 Equity Issuance
In consideration of the Investment Amount, the Company agrees to issue to the Investor [Number/Percentage] shares of [Class] stock in the Company (the "Equity Interest"). The Equity Interest represents [Percentage]% of the Company's total equity.
2.2 Rights and Privileges
The Equity Interest shall have the rights, privileges, and preferences set forth in the Company's Articles of Incorporation and Bylaws, as amended from time to time. This includes the right to receive dividends, voting rights, and rights to distributions upon liquidation or dissolution of the Company.
Article III: Representations and Warranties
3.1 Representations and Warranties of the Company
The Company hereby represents and warrants to the Investor as follows:
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Organization and Standing: The Company is a duly organized and validly existing entity in good standing under the laws of the State of [State/Country] and has full power and authority to conduct its business.
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Authority: The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all necessary corporate action.
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No Conflict: The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a violation of any provision of the Company's Articles of Incorporation or Bylaws or any agreement or instrument to which the Company is a party.
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Compliance with Laws: The Company is in compliance with all applicable laws, regulations, and ordinances of any governmental entity having jurisdiction over the Company.
3.2 Representations and Warranties of the Investor
The Investor hereby represents and warrants to the Company as follows:
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Authority: If the Investor is an entity, it is duly organized, validly existing, and in good standing under the laws of the State of [State/Country] and has full power and authority to enter into this Agreement. If the Investor is an individual, he/she has the legal capacity to enter into this Agreement.
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Investment Intent: The Investor is acquiring the Equity Interest for investment purposes only and not with a view to or for sale in connection with any distribution thereof in violation of any securities laws.
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Accredited Investor: The Investor is an accredited investor as defined in Regulation D under the Securities Act of 1933, as amended, and has sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of the investment.
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No Conflict: The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not conflict with or result in a violation of any provision of any agreement or instrument to which the Investor is a party.
Article IV: Covenants
4.1 Information Rights
The Company agrees to provide the Investor with the following information:
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Quarterly Financial Statements: Unaudited quarterly financial statements within [Number] days after the end of each fiscal quarter.
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Annual Financial Statements: Audited annual financial statements within [Number] days after the end of each fiscal year.
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Operational Reports: Regular operational reports and updates on the Company's business and expansion activities.
4.2 Board Observation Rights
The Investor shall have the right to appoint one non-voting observer to attend all meetings of the Company's Board of Directors. The observer shall have the right to receive all notices, information, and other materials provided to the Directors.
4.3 Non-Competition
The Investor agrees not to engage in or invest in any business that directly competes with the Company during the term of this Agreement and for [Number] years thereafter.
Article V: Transfer Restrictions
5.1 Transfer of Equity Interest
The Investor shall not sell, transfer, assign, pledge, or otherwise dispose of the Equity Interest without the prior written consent of the Company, except as permitted under this Agreement.
5.2 Right of First Refusal
If the Investor desires to transfer the Equity Interest, the Company shall have a right of first refusal to purchase the Equity Interest on the same terms and conditions offered to the prospective transferee.
5.3 Permitted Transfers
Notwithstanding the foregoing, the Investor may transfer the Equity Interest to any of its affiliates or to any trust established for the benefit of the Investor or the Investor's family members, provided that the transferee agrees in writing to be bound by the terms and conditions of this Agreement.
Article VI: Termination
6.1 Termination by Mutual Consent
This Agreement may be terminated at any time by the mutual written consent of the parties.
6.2 Termination for Cause
Either party may terminate this Agreement for cause if the other party fails to fulfill a material obligation under this Agreement, provided that the terminating party gives the other party written notice specifying the breach and a reasonable opportunity to cure it. If the breach is not cured within [Cure Period] days, the terminating party may terminate this Agreement by giving written notice to the other party.
6.3 Effect of Termination
Upon termination of this Agreement, the Investor shall cease to have any rights or obligations under this Agreement, except for those provisions that by their nature are intended to survive termination, including but not limited to confidentiality, indemnification, and transfer restrictions.
Article VII: Miscellaneous
7.1 Notices
All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, or by a nationally recognized overnight courier, to the other party at its address set forth above.
7.2 Amendment
No amendment or modification of this Agreement shall be valid unless made in writing and signed by both parties.
7.3 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State/Country], without regard to its conflict of laws principles.
7.4 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written.
7.5 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
7.6 Assignment
Neither party may assign this Agreement without the prior written consent of the other party, except that the Company may assign this Agreement to a successor entity in the event of a sale or transfer of the Restaurant.
7.7 Waiver
The waiver by either party of any breach of this Agreement shall not operate as a waiver of any subsequent breach.
IN WITNESS WHEREOF, the parties hereto have executed this Restaurant Investor Agreement as of the Effective Date.
[Your Company Name]
[Your Company Address]
[Your Name]
[Investor Name]
[Investor Address]
[Investor Name]
