This Investment Agreement ("Agreement") is entered into on [DATE] ("Effective Date") between [COMPANY NAME], a [STATE OF INCORPORATION] corporation ("Company"), and [INVESTOR NAME] ("Investor").

1. RECITALS

WHEREAS, the Company is engaged in [BUSINESS DESCRIPTION];

WHEREAS, the Investor desires to invest in the Company;

WHEREAS, the Company desires to accept investment from the Investor;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

2. INVESTMENT TERMS

2.1 Investment Amount: The Investor agrees to invest [INVESTMENT AMOUNT] dollars ($[AMOUNT]) in the Company.

2.2 Securities Purchased: In exchange for the investment, the Company will issue to the Investor [NUMBER OF SHARES] shares of [SERIES/CLASS] stock, representing [PERCENTAGE]% of the Company's outstanding equity.

2.3 Price Per Share: $[PRICE PER SHARE] per share.

2.4 Valuation: This investment is based on a pre-money valuation of $[PRE-MONEY VALUATION] and a post-money valuation of $[POST-MONEY VALUATION].

3. CLOSING CONDITIONS

3.1 Conditions Precedent: The closing of this investment is subject to:

a) Completion of satisfactory due diligence by the Investor;

b) Execution of all transaction documents;

c) [ADDITIONAL CONDITIONS];

3.2 Closing Date: The closing shall occur on or before [CLOSING DATE].

4. REPRESENTATIONS AND WARRANTIES

4.1 Company Representations: The Company represents and warrants that:

a) It is duly organized and validly existing;

b) It has full corporate power and authority to enter into this Agreement;

c) All financial statements provided are true and accurate;

d) There are no material adverse changes since the date of the most recent financial statements;

4.2 Investor Representations: The Investor represents and warrants that:

a) The Investor has the financial capacity to invest;

b) The Investor is an accredited investor as defined by applicable securities laws;

c) The Investor understands the risks associated with this investment;

5. INVESTOR RIGHTS

5.1 Board Representation: [BOARD RIGHTS DESCRIPTION]

5.2 Information Rights: The Company shall provide the Investor with:

a) Annual audited financial statements;

b) Quarterly unaudited financial statements;

c) Monthly management reports;

d) Annual operating budget;

5.3 Anti-Dilution Protection: [ANTI-DILUTION TERMS]

5.4 Liquidation Preference: [LIQUIDATION PREFERENCE TERMS]

6. USE OF PROCEEDS

The Company agrees to use the investment proceeds for:

[DETAILED USE OF PROCEEDS]

7. COVENANTS

7.1 Affirmative Covenants: The Company agrees to:

a) Maintain corporate existence and good standing;

b) Comply with all applicable laws;

c) Maintain adequate insurance;

d) [ADDITIONAL AFFIRMATIVE COVENANTS];

7.2 Negative Covenants: Without Investor consent, the Company shall not:

a) Incur debt exceeding $[AMOUNT];

b) Make distributions to shareholders;

c) Sell, transfer, or dispose of material assets;

d) [ADDITIONAL NEGATIVE COVENANTS];

8. TRANSFER RESTRICTIONS

8.1 Right of First Refusal: [ROFR TERMS]

8.2 Tag-Along Rights: [TAG-ALONG TERMS]

8.3 Drag-Along Rights: [DRAG-ALONG TERMS]

9. TERMINATION

This Agreement may be terminated:

a) By mutual written consent of the parties;

b) If closing conditions are not satisfied by the closing date;

c) [ADDITIONAL TERMINATION EVENTS];

10. MISCELLANEOUS

10.1 Governing Law: This Agreement shall be governed by the laws of [GOVERNING LAW STATE].

10.2 Dispute Resolution: Any disputes shall be resolved through [ARBITRATION/LITIGATION] in [JURISDICTION].

10.3 Entire Agreement: This Agreement constitutes the entire agreement between the parties.

10.4 Amendment: This Agreement may only be amended in writing signed by both parties.