Investor Search Agreement

Some investors in life sciences companies may require that, as part of their investment, the company and the founders contract certain businesses or requirements, such as when they are not-for-profit organizations or have a specific social priority or objective. These must be carefully considered when negotiating the concept sheet and the final legal documents, in violation of them, can often have serious consequences for both an investor and the company. B, for example, the need for this investor to sell his shares or not to make additional funds available in the following investment tranches. However, if there is a liquidation preference clause, you need to look at the formula of the clause to see how employees are profitable. For example, if the external investor has added a “double dip” or “triple” requirement in the “liquidation preference” paragraph, they are paid two or three times their original investment before the common shareholders (you) receive something. So, for example, if the market value of the shares was $10 per share and you offered them to employees at a price of $5 per share to encourage employees to invest in your business, a “semi-scratcher” under an anti-dilution clause could allow the outside investor to buy their additional shares at $7.50, which hurts you less, the founder. The amount of approval depends largely on the number of investors invested in the company. If there is only one investor, it is customary to say that none of the above issues can be taken without the prior consent of that investor. However, if there is a consortium of investors, it is impractical and tedious to require the agreement of each investor before having a shareholder or board matter. In these circumstances, it is much more common to require the agreement of investors who, together, are held by investors a certain percentage of the shares (which are usually preferred shares, see below). Investors establish that certain conditions must be met before the first tranche of the investment can be closed. These conditions may include that the purpose of restrictive or non-competition agreements is to prevent the founders from competing with the company`s activities when they are no longer in competition with the company.

As a general rule, restrictive agreements are included in the service agreement and the investment agreement. However, the restrictive agreements in the investment contract are generally more enforceable than those of the service contract, since the founders partly grant the commitments as shareholders (and not salaried) in return for the investment. As a result, an investor`s starting position is usually to resist the founders, who are legal advisors on investment documents – especially because it is the investor`s money that should pay the legal fees directly or indirectly. However, as a founder, you should try to convince the investor that such an attitude is counterproductive and that it is much better for you to get a complete understanding of the details of the investment documentation you want to grasp, if you want to create a strong and continuous relationship between you. If a discoverer is not authorized as a broker-dealer under U.S. and government securities laws, a research contract could be illegal and unenforceable. The advisor will not negotiate on behalf of the client or investor. In addition, the consultant will not provide the client or investor with information that can be used as a basis for such negotiations.

The advisor assumes no responsibility for the terms or conditions of an agreement between the client and an investor, including how or how to close the transaction. In addition, the compensation you have agreed to is payable in the event that a registered investor, partner, co-investor or other entity purchased by a “registered” investor invests in funds or advances funds to the client`s project and/or business.