# Angel Investor Agreement
**This Angel Investor Agreement (“Agreement”) is made and entered into as of [Date] (“Effective Date”) by and between [Company Name], a [State/Country] corporation with its principal place of business at [Address] (“Company”), and [Investor Name], an individual/entity with a principal address at [Address] (“Investor”).**
## 1. **Investment**
1.1 **Amount**: Investor agrees to invest the sum of $[Investment Amount] (“Investment Amount”) into the Company.
1.2 **Equity**: In exchange for the Investment Amount, the Company agrees to issue to the Investor [number]% of the total equity interest of the Company (the “Shares”), calculated on a fully diluted basis, as of the Closing Date defined below.
## 2. **Closing**
2.1 **Closing Date**: The closing of the investment (the “Closing”) shall take place on or before [Closing Date], or such other date as the parties may mutually agree (the “Closing Date”).
2.2 **Delivery**: At the Closing, the Company shall deliver to the Investor a certificate representing the Shares, and the Investor shall deliver the Investment Amount to the Company.
## 3. **Representations and Warranties**
3.1 **Company Representations**: The Company represents and warrants that:
- a) It is duly organized, validly existing, and in good standing under the laws of the state or jurisdiction in which it was formed.
- b) The execution and delivery of this Agreement and the issuance of the Shares have been duly authorized by all necessary corporate actions.
3.2 **Investor Representations**: The Investor represents and warrants that:
- a) They have the legal capacity to enter into this Agreement.
- b) They are acquiring the Shares for their own account and not with a view to resale or distribution.
## 4. **Confidentiality**
4.1 **Confidential Information**: The parties shall keep confidential all proprietary information received from one another (“Confidential Information”) and shall not disclose it to any third parties without prior written consent, except as required by law.
## 5. **Governing Law**
5.1 **Governing Law**: This Agreement shall be governed by and construed in accordance with the laws of the State of [State] without regard to its conflicts of law principles.
## 6. **Miscellaneous**
6.1 **Amendments**: This Agreement may only be amended or modified in writing signed by both parties.
6.2 **Assignment**: This Agreement may not be assigned by either party without the prior written consent of the other party.
6.3 **Entire Agreement**: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.
## 7. **Signatures**
**IN WITNESS WHEREOF, the parties have executed this Angel Investor Agreement as of the Effective Date.**
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**[Company Name]**
By: _________________________
Name: [Name of Company Representative]
Title: [Title]
Date: _________________________
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**[Investor Name]**
By: _________________________
Name: [Investor Name]
Title: [Title/If applicable]
Date: _________________________
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**Note:** This template is provided for informational purposes only and should not be considered legal advice. It is advisable to consult with a qualified attorney before executing any binding agreements.