INVESTMENT AGREEMENT

This Investment Agreement (the “Agreement”) is made by and between [Enter

Company Name], incorporated by the laws of Nigeria having its registered

address at [Enter Address] (the “Company”) and the investor set out on the

signature page to this Agreement (the “Investor”).

BACKGROUND

A. WHEREAS, the Company is a real estate investment company based in Lagos,

Nigeria that deals with buying, developing, and re-selling real

estate/properties for the primary purpose of making a profit.

B. WHEREAS, the Company runs an investment scheme called investment in

revenue out (“2IRO”) through which it seeks investment capital from qualified

investors to be used for the purpose of either buying potential profit-making

real estate or developing existing real estate within its portfolio (the

“Business”).

C. WHEREAS, the Investor desires to invest Subscribed Capital as specified in

Annexure A with the Company, subject to the terms and conditions stated

herein and in the amount specified in this Agreement.

D. Therefore, in consideration of the mutual covenants contained herein and for

other good and valuable consideration, the receipt of which is hereby

acknowledged, the parties agree as follows:

Company and Investor may hereafter be referred to individually as a “Party” and

collectively as “Parties.” This Agreement is effective on the date it is fully

executed (the “Effective Date”).

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1 DEFINITIONS.

1.1“Applicable Property” means any specific real estate property sold by the

Company that was developed by the Company using Subscribed Capital

invested by Investor.

1.2“Investment Return” means the total amount of all funds received by the

Company in connection with an applicable property.

1.3“Net Investment Return” means the total amount of all funds received by

the Company in connection with an applicable property, less any Qualified

Expenses.

1.4“Pro Rata Share ” means the pro-rata amount due and payable to the

Investor under the terms and conditions of this Agreement, which will be

calculated as the Investor’s individual Subscribed Capital used in

connection with an Applicable Property divided by the total Subscribed

Capital used in connection with that same Applicable Property from all

investors (including, but not limited to, Investor).

1.5“Qualified Expenses” means all reasonable expenses necessarily or

advisedly incurred by the Company in connection with the Applicable

Property.

1.6“Subscribed Capital” means any and all funds paid or committed to be

paid to the Company by the Investor, as reflected in this Agreement.

1.7“Profit Participation Allocation” means the fifteen (15%) interest amount

due and payable to the Investor on their Subscribed Capital as specified in

this Agreement.

1.8“Investor” means the individuals or corporations who invested Subscribed

Capital in the Company.

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 1.9“Preferred Investor” means the early Investor who invested Subscribed

Capital in the Company before the Subsequent Investor and has priority in

getting the Profit Participation Allocation and Return of Subscribed

Capital.

1.10 “Subsequent Investor” means the investor who invested the

Subscribed Capital in the Company after the Preferred Investor

mentioned under sub-section 1.8 of Section 1.

2 SUBSCRIBED CAPITAL

2.1 The Investors agree and acknowledge that the minimum total Subscribed

Capital for this offering must be at least One Million Naira (₦ 1,000,000).

2.2 The Investor agrees to invest a sum as specified in Annexure A of this

Agreement into the Company (the “Investment”) in accordance with the

payment schedule stipulated in Annexure A.

2.3 The Investor shall choose any mode of payment accepted by the Company.

3 PROFIT PARTICIPATION ALLOCATION AND RETURN OF SUBSCRIBED

CAPITAL.

3.1 The Company shall pay the Profit Participation Allocation and return of

Subscribed Capital to Investor, in accordance with the terms and conditions

of this Section.

3.2 Profit Participation. For each Applicable Property is sold, the Profit

Participation Allocation shall be fifteen percent (15%) interest on the total

contribution of Subscribed Capital which is to be paid to the Investor on an

annual basis.

3.3 Timing of Payment. The Profit Participation Allocation shall be paid to the

Investor in one or more installments, as Investment Returns are received

by the Company in connection with the individual sale of any Applicable

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 Property and shall be paid to the Investor after the date the corresponding

Investment Return is received by the Company calculating from the date of

Subscribed Capital given to the Company by the Investor.

3.4 The Profit Participation Allocation and Return of Subscribed Capital will be

distributed by the Company in the following order: (a) first, to the Preferred

Investor (b) second, to the Subsequent Investors.

3.5 Books and Records. The Company shall keep adequate books and records

at the principal place of business of the Company or at such place as the

Company shall determine, showing a true and accurate account of all

business transactions arising out of and in connection with the conduct and

Business of the Company and, in particular, this Agreement, the use of

Investor’s Subscribed Capital, the development and sale of all Applicable

Properties, all other assets of the Company, and all Net Investment

Returns.

3.6 The Company will maintain such books and records for two (2) years

following the date on which the Company’s obligation to Investor under this

Agreement is fully satisfied. Investor shall have the right, during business

hours and with not less than ten (10) business days advance written notice,

to examine and make copies of all Company records reasonably related to

this Agreement, including any records related to the payment of any Profit

Participation Allocation.

3.7 Reports. The Company will provide Investor with semi-annual reports in

writing with respect to the material business and affairs of the Company.

4 TERM

The term of this investment (“Term”) shall commence on the Effective Date of

this Agreement and shall continue for a period of one (1) year unless terminated

by:

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4.1 mutual written agreement of both Parties; or

4.2 termination clause as provided herein.

5 DEFAULT.

Each of the terms, conditions, covenants and provisions of this Agreement is a

material consideration for this Agreement, the breach of which shall be deemed

a default hereunder. Said default shall be deemed to have occurred if the

defaulting party has not effected a cure within ten (10) days after written notice

from the other party specifying the default.

6 INVESTOR ACKNOWLEDGEMENT.

Investor hereby acknowledges and agrees that Investor shall be entitled to

receive Profit Participation Allocations under this Agreement solely with respect

to the sale of Applicable Properties, which Investor understands will only be the

particular residential properties that are developed by the Company using

Subscribed Capital invested particularly by Investor. Investor further

acknowledges and agrees that the Company may develop and sell other

residential properties that will not use Subscribed Capital from the Investor, and

the Investor shall not have any right to receive Profit Participation Allocations

under this Agreement with respect to any such other properties. For the sake of

clarity, it is the Parties’ purpose and intent under this Agreement for Investor to

receive Profit Participation Allocations only in connection with residential

properties for which Investor’s Subscribed Capital is used to develop and sell,

and not in connection with any residential property for which Investor’s

Subscribed Capital is not used.

7 TERMINATION

This Agreement shall be deemed to be terminated if:

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7.1 The Company repays Profit Participation Allocation and return of

Subscribed Capital to the Investor in its entirety; or

7.2 An alternate agreement is reached between the Parties which makes this

Agreement redundant; or

7.3 The Investor fails to the entire Investment to the Company within the

specified timeframe; or The Company becomes insolvent, makes a general

assignment for the benefit of its creditors, or if a voluntary or involuntary

petition under the bankruptcy laws is executed.

8 SEVERANCE

If any court or competent authority finds that any provision of this Agreement

(or part of any provision) is void, invalid, illegal, or unenforceable, that provision

or part-provision shall, to the extent required, be deemed to be deleted, and the

validity and enforceability of the other provisions of this Agreement (and, as the

case may be, the remainder of the relevant provision) shall not be affected. If

any void, invalid, unenforceable, or illegal provision of this Agreement would be

valid, enforceable, and legal if some part of it were deleted, the provision shall

apply with the minimum deletion necessary to make it legal, valid, and

enforceable.

9 VARIATION 

A variation of this Agreement shall only be valid if it is in writing and signed by

the Company and by the Investor in which event such change shall be binding

against all of the parties hereto provided that if such change would detrimentally

affect the rights of a party, the consent of the affected party to that variation

shall be specifically required. 

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10 DISPUTE RESOLUTION.

10.1 Agreement to Use Procedure. Any controversy or claim arising out of or

relating to this Agreement, or the breach or default thereof (the “Dispute”),

and which cannot be resolved voluntarily and privately, shall be settled by

arbitration conducted pursuant to the Nigerian laws and judgment on the

award rendered by the arbitrator(s) may be entered in any court having

jurisdiction thereof. The Parties acknowledge that the procedures specified

in this Section shall be the exclusive means of resolving any Dispute.

Investor expressly waives its right to initiate any other legal action against

the Company in connection with a Dispute.

10.2 Initiation of Procedure. A Party who desires to initiate the procedure (the

“Initiating Party”) shall give written notice to the other Party, describing, in

general terms, the nature of the Dispute and the Initiating Party’s proposal

to resolve the Dispute. The Party receiving such notice (the “Responding

Party”) shall have thirty (30) days to respond (the “Response”) to the

Initiating Party’s proposal. If, within sixty (60) days ofthe Response, the

Parties have been unable to resolve the Dispute, they shall resolve the

Dispute pursuant to Section 6.1 above.

11 CONFIDENTIALITY.

The Company and the Investor undertake to keep confidential and not to

disclose to any third party any and all information, whether orally or verbally,

regarding the “Applicable Property" or this agreement. The Company and the

Investor undertake not to use such information for any purpose other than the

proper fulfilment of this agreement. The above-mentioned obligations of

confidentiality do not apply, however, if the information: is a. demonstrably

known to one of the parties prior to the time of signing this agreement; b. is or

becomes known to the general public other than as a result of any act or

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omission on the part of one of the parties. The obligations provided for by this

Section shall survive to the termination of this agreement.

The entire dispute resolution process, including any stenographic, video, or

audio record, conduct, statements, promises, offers, views, and opinions,

whether oral or written, shall, as between all Persons involved in the dispute

resolution process, be considered and remain confidential and shall not be

disclosed to any person not involved in the dispute resolution process.

12 GENERAL PROVISIONS.

12.1 Notices. All notices or other communications required or permitted

hereunder shall be in writing and personally delivered (including by means

of professional messenger service) by nationally recognized overnight

courier service, messenger service or registered or certified mail, postage

prepaid, return receipt requested. All written communications in

accordance with the foregoing shall be deemed given (i) three (3) days after

the date it is posted if sent by mail, or (ii) the date the overnight courier or

personal delivery is made, or refused by the addressee, at the address set

forth on this signature page to this Agreement, if delivered by 5:00 P.M.,

Central Time on a business day, the next business day if delivered after

5:00 P.M. of a business day or non-business day. Notice of change of

address shall be given by written notice as described in this Section.

12.2 Amendment. This Agreement may be amended or modified from time to

time only by a written instrument executed and agreed to by each Party.

12.3 Governing Law. This Agreement shall be governed by, and construed in

accordance with, the laws of the State of Lagos, Nigeria as interpreted by

the courts of such state, notwithstanding any rules regarding choice of law

to the contrary.

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12.4 Successors and Assigns. This Agreement shall be binding upon, and inure

to the benefit of, the Company and its successors and assigns, and upon

any person or entity acquiring, whether by merger, consolidation, purchase

of assets, or otherwise, all or substantially all of the Company’s assets and

business. In the event of the Investor’s death prior to the exercise of this

Award, the Award may be exercised by the estate of the Investor to the

extent such exercise is otherwise permitted by this Agreement. Subject to

the terms of the Plan, any benefits distributable to the Investor under this

Agreement that are not paid at the time of the Investor’s death shall be

paid at the time and in the form determined in accordance with the

provisions of this Agreement and the Plan, to the beneficiary designated by

the Investor in writing filed with the Company in such form and at such

time as the Company shall require. If a deceased Investor fails to designate

a beneficiary, or if the designated beneficiary of the deceased Investor dies

before the Investor or before complete payment of the amounts

distributable under this Agreement, the amounts to be paid under this

Agreement shall be paid to the legal representative or representatives of

the estate of the last to die of the Investor and the beneficiary. Neither the

benefits nor obligations under this Agreement may be transferred or

assigned by Investor except as otherwise expressly provided herein.

12.5 Further Assurances. In connection with this Agreement and the

transactions contemplated hereby, each Party shall execute and deliver any

additional documents and instruments and perform any additional acts

that may be necessary or appropriate to effectuate and perform the

provisions of this Agreement and those transactions.

12.6 Entire Agreement. This Agreement, together with the Subscription

Agreement, constitutes the entire understanding and agreement among

the Parties with respect to the subject matter hereof, and supersedes all

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 prior and contemporaneous agreements and understandings, inducements

or conditions, express or implied, oral or written.

12.7 Waiver. Neither the failure nor any delay on the part of any party hereto to

exercise any right, remedy, power or privilege under this Agreement shall

operate as a waiver thereof, nor shall any single or partial exercise of any

right, remedy, power or privilege preclude any other or further exercise of

the same or any waiver of any right, remedy, power or privilege with

respect to any occurrence be construed as a waiver of such right, remedy,

power or privilege with respect to any other occurrence. No waiver shall be

effective unless it is in writing and signed by the Party asserted to have

granted such waiver.

12.8 Third-Party Beneficiaries. Except as otherwise expressly provided in this

Agreement, no provision of this Agreement is intended to benefit any party

other than the Parties and their successors and assigns and shall not be

enforceable by any other party.

12.9 Assignment. Investor shall not have the right to assign its rights in or to this

Agreement without the prior written consent of Company; provided,

however, that an individual Investor may transfer or assign his/her interest

hereunder, without the consent of the Company, if such transfer or

assignment is made to the heirs or legatees of the Investor upon the

Investor’s death or by operation of law or to the Investor’s spouse or

children or trusts for their benefit. The Company shall have the right to

assign its rights in or to this Agreement to any party, without the consent of

Investor; provided, however, that any such assignment shall not relieve the

Company of its obligations to Investor under this Agreement, unless

otherwise expressly permitted by the Investor.

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12.10 NO PARTNERSHIP. This Agreement shall not be construed to create a

partnership between the Parties. Investor shall not be liable for any debts

or claims of any parties against the Company. Neither Party shall be

considered an agent of the other Party for any purposes whatsoever.

Neither Party shall have any duty to the other Party, except as expressly set

forth in this Agreement.

IN WITNESS WHEREOF, authorized representatives of the parties hereto have

executed this Investment Agreement on the Effective Date.

ACCORDINGLY, each Party executes this Investment Agreement as follows:

Agreed to and accepted on behalf of Company.

By:

(SIGNATURE & DATE)

Agreed to and accepted on behalf of Investor.

By: Investor

(SIGNATURE & DATE)

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 ANNEXURE A

TERM SHEET  
S No.  TERM  DESCRIPTION  DOCUMENTS  

1.   Investment Amount  [INSERT AMOUNT] N/A 

2. Rate Of Return (ROR)  Fifteen (15%) percent N/A 

[DETAILS OF POST  
Maturity Amount and   [INSERT AMOUNT] DATED CHEQUE 
3.
Date of Maturity  [DD/MM/YYYY]  PROVIDED TO THE  
INVESTOR]  

COPY OF PAYMENT  
4. Mode of Payment  [INTERNET BANKING/CASH] 
RECIEPT 

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 a. [NAME] 
a. [PHONE No. and
EMAIL] 
a. [ADDRESS FOR
COMMUNICATION] 
5. Investor Profile  COPY OF GOVT. ID 
a. [BANK ACCOUNT No.

BANK NAME
a. [OCCUPATION] 
a. [GOVT. ID No.] 

a. [NAME] 
Beneficiary   a. [PHONE No.] 
6. COPY OF GOVT. ID 
Profile  a. [EMAIL] 
a. [GOVT. ID No.] 

Agreed to and accepted on behalf of Company.

By:

(SIGNATURE & DATE)

Agreed to and accepted on behalf of Investor.

By: Investor

(SIGNATURE & DATE)

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