Can this agreement be signed electronically?

Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA rules where adopted. Confirm consent and retention of a reproducible record to meet the four-part e-sign validity test.

Do electronic signatures meet securities filing needs?

Often yes for investor-side agreements, but confirm state blue-sky regulator requirements and whether any paper originals or notarized documents are needed for particular filings or transfers.

Who must sign on behalf of the company?

An authorized officer or person with delegated authority should sign. Verify corporate authority via a board resolution or incumbency certificate before executing and issuing securities.

Are notarization or witnesses required?

Most equity purchase agreements do not require notarization. If a counterpart signature needs notarization or witness attestation, include it in the closing checklist and follow state-specific notary rules.

How do I correct a signed agreement?

Minor clerical errors should be corrected by a properly executed amendment or corrected counterpart signed by all parties; avoid manual markups that lack full execution and authentication.

How can the agreement be revoked?

Revocation depends on contract terms and whether consideration was delivered; consult counsel. If unconditional rescission is needed, mutual written agreement or court action may be required.

Electronic Signature
Templates
Legal
Pre-Money Investment Agreement

Pre-Money Investment Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

Pre-Money Investment Agreement

This Pre-Money Investment Agreement (the Agreement) is made as of by and between Company Name: , a company organized under the laws of , with its principal place of business at (the Company), and Investor Name: , with an address at (the Investor). The Company and the Investor are each referred to herein as a Party and collectively as the Parties.

RECITALS

WHEREAS, the Company is engaged in the business described in its certificate of incorporation and related organizational documents and desires to raise capital to fund its operations, development and growth; and

WHEREAS, the Investor desires to invest in the Company on the terms and subject to the conditions set forth in this Agreement based on a pre-money valuation agreed by the Parties; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the Investor's purchase of securities of the Company at the Closing.

NOW, THEREFORE, in consideration of the mutual covenants, representations and warranties contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. "Pre-Money Valuation" means the aggregate equity value of the Company immediately prior to the Closing equal to (USD). "Purchase Price" means the amount paid by the Investor at the Closing in the amount of (USD). "Shares" means the number and class of shares to be issued to the Investor equal to shares of .

2. PURCHASE AND SALE

Subject to the terms and conditions of this Agreement, at the Closing the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, the Shares for the Purchase Price. The Purchase Price shall be payable in cash or immediately available funds at the Closing.

The price per Share shall be calculated by dividing the Pre-Money Valuation by the fully-diluted capitalization of the Company immediately prior to the Closing as set forth in the capitalization schedule delivered pursuant to Section 6.

3. CLOSING

The Closing of the purchase and sale of the Shares (the Closing) shall occur on at or at such other date and place as the Parties may agree in writing.

Company Deliverables at Closing Investor Deliverables at Closing

4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Investor that, as of the date hereof and as of the Closing: (a) Organization and Authority: the Company is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) Capitalization: the authorized capital stock, issued and outstanding shares, and the fully-diluted capitalization of the Company are set forth in the capitalization schedule provided to the Investor and are true, correct and complete as of the Closing; (c) No Conflicts: the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not violate the Company's certificate of incorporation, bylaws or any material agreement to which the Company is a party.

The Company further represents that there is no material adverse change in the business, operations, financial condition or prospects of the Company since .

5. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor represents and warrants to the Company that: (a) Authorization: the Investor has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) Investment Purpose: the Investor is acquiring the Shares for investment for its own account and not with a view to distribution in violation of applicable securities laws; (c) Accredited Investor: the Investor is an accredited investor as defined under applicable securities laws: Yes.

6. COVENANTS

The Company covenants that from the date of this Agreement until the Closing it will (a) operate its business in the ordinary course consistent with past practice, (b) not issue, sell or grant any equity securities other than pursuant to this Agreement or as reflected on the capitalization schedule, and (c) use the proceeds from the Purchase Price for the following purposes:

Additional Covenants

7. CONDITIONS TO CLOSING

The obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the fulfillment (or written waiver) of the following conditions at or prior to the Closing: (a) accuracy of the other Party's representations and warranties; (b) performance in all material respects of all covenants to be performed prior to the Closing; (c) absence of any material adverse change; and (d) receipt by the Investor of customary officer and legal opinions and by the Company of certificates evidencing the Investor's payment of the Purchase Price.

Required Approvals or Consents

8. INDEMNIFICATION

Each Party (the Indemnifying Party) shall indemnify, defend and hold harmless the other Party and its affiliates and respective officers, directors, employees and agents (the Indemnified Parties) from and against any losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of any representation, warranty or covenant made by the Indemnifying Party in this Agreement. The indemnification obligations shall survive the Closing for a period of except with respect to fraud, which shall survive indefinitely.

9. GOVERNANCE AND INVESTOR RIGHTS

As a material inducement to the Investor, the Company agrees to the governance and economic rights set forth below at the Closing and as set forth in the Company's charter and investors' rights agreement to be executed at Closing. The Investor shall have the right to appoint board observer(s) and shall be granted pro rata rights: Yes. If pro rata rights apply, Investor's pro rata percentage is .

10. CONFIDENTIALITY

The Parties acknowledge that in connection with the transactions contemplated by this Agreement they each may obtain confidential information concerning the other Party and agree to treat such information as confidential and not to disclose it except as required by law. The confidentiality obligations set forth herein shall remain in effect for a period of from the date of disclosure.

11. NOTICES

All notices, demands and communications required or permitted under this Agreement shall be in writing and delivered to the Parties at the following addresses (or such other addresses as a Party may designate by notice):

Company Notice Address Investor Notice Address

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of such right. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its rules of conflicts of law.

Entire Agreement: This Agreement, together with the exhibits and schedules hereto and the definitive transaction documents to be executed at the Closing, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that comes closest to the Parties' original intent.

14. MISCELLANEOUS

No Party may assign this Agreement without the prior written consent of the other Party, except that the Company may assign this Agreement to an acquirer of substantially all of its assets or equity. The Parties acknowledge that remedies at law for a breach of certain covenants may be inadequate and that equitable relief may be granted in addition to other remedies.

Additional Terms or Special Provisions

Company:

By:

Date:

Investor:

By:

Date:

What a Pre-Money Investment Agreement Is

A Pre-Money Investment Agreement is a written contract that records the terms of an investment based on the company's valuation before new capital (the pre-money valuation). It defines the parties, investment amount, share class and allocation, protective provisions, and closing conditions. Common in early-stage financings, it establishes investor rights, conversion and anti-dilution mechanics, and obligations that affect the cap table, governance, and future financings under U.S. securities law frameworks.

Why a Clear Pre-Money Agreement Matters

A precise pre-money agreement sets valuation and allocation terms up front, reduces misunderstandings, and documents investor protections and company obligations in one enforceable record.

Typical Parties and Advisors Involved

Founders, investors, and legal or financial advisors commonly prepare and review these agreements before funding closes.

Seed-stage founders and C-suite executives who need to record valuation, dilution mechanics, and governance changes clearly.
Angel investors, venture capital funds, and institutional investors documenting investment size, rights, and protective provisions.
Corporate and securities counsel who draft terms, verify company authority, and advise on compliance with federal and state securities laws.

Each signer should verify authority to bind the entity and confirm that the agreement aligns with corporate charter and investor side letters.

Essential Components to Include

A robust pre-money agreement combines valuation metrics, capital terms, governance, and protective clauses to protect stakeholders and enable closing.

Valuation

Specifies the agreed pre-money valuation and how new equity percentages are calculated, avoiding ambiguity about share price and dilution.

Investment Amount

Records the precise cash or convertible consideration being provided and any tranche schedule tied to milestones or conditions.

Preferred Rights

Details liquidation preference, dividend rights, conversion rights, and anti-dilution protections for preferred investors.

Governance

Describes board appointment rights, voting thresholds, and reserved matters that require investor consent.

Representations

Company and investor representations and warranties that allocate risk and support closing conditions and indemnity obligations.

Closing Mechanics

Includes conditions precedent, funding mechanics, escrow or wire instructions, and post-closing deliverables or filings.

Step-by-Step: Completing a Pre-Money Agreement

Follow a consistent sequence from draft to signing to ensure enforceability and to align all parties on closing conditions.

01

Prepare Draft: Gather term sheet and cap table, draft agreement reflecting agreed valuation and terms.
02

Legal Review: Have counsel review for securities, corporate authority, and tax implications.
03

Investor Review: Circulate for comments and negotiate any protective provisions or covenants.
04

Execute & Close: Sign using agreed method, confirm funding, and deliver post-closing obligations.

Online Workflow Settings for Digital Execution

Configure a reproducible e-sign and routing workflow that captures identity, consent, and an audit trail for each signer.

Field	Configuration
Authentication Method	Email link + optional SMS OTP for investor identity
Signature Type	Electronic signature with timestamp and audit trail
Routing Order	Specify signing sequence: company first, then investors
Required Attachments	Include exhibits, schedules, and certificate of incumbency

Where Signed Agreements Typically Go

After execution, deliver signed originals and maintain records for corporate, investor, and regulatory needs.

Investor Delivery: Send each investor a fully executed copy and closing statements.
Company Records: File signed agreement in corporate minute book and electronic records.
Cap Table Update: Record new share issuance and ownership percentages immediately after funding.
Regulatory Filings: Prepare any required state blue-sky notices or Form D if applicable.

Digital Signing and Delivery Considerations

Choose a platform that supports tamper-evident PDFs, audit trails, and signer authentication appropriate to your risk profile.

Formats Supported: PDF, DOCX, and printable records
Integrations: CRM, cloud storage, and accounting systems
Authentication: Email, SMS OTP, or advanced ID checks

Ensure the solution preserves a verifiable certificate of completion and stores signed copies securely for corporate records and any required regulatory review.

Common Dates and Deadlines to Track

Set explicit deadlines for signature, funding, approvals, and any filing obligations to avoid closing delays or regulatory issues.

Signature Deadline:

Mutually agreed closing date when all parties must have signed.

Funding Date:

Date when wired funds are received and shares are issued.

Board Approval Deadline:

Date by which board must approve issuance under charter.

Charter Amendment Filing:

Effective date to file any certificate of amendment with state of incorporation.

Investor Notice Period:

Time window to provide investors required post-closing disclosures.

Key Milestones From Term Sheet to Post-Closing

Track milestones as a sequence so each step occurs in order and contingencies are satisfied before the next action.

01

Term Sheet Agreement

Set economic terms and key deal points for definitive agreement drafting.

02

Definitive Drafting

Finalize the pre-money agreement and exhibits with counsel's input.

03

Execution / Funding

Signatures collected and funds delivered into escrow or account.

04

Post-Closing Actions

Update cap table, deliver closing certificates, and file required notices.

Common Preparation Errors to Avoid

Using ambiguous valuation language or undefined calculation methods that later cause shareholder disputes.
Failing to attach exhibits (cap table, investor schedules) that determine share allocations and closing mechanics.
Incorrect or inconsistent legal names and titles that delay transfer agent or securities issuance processes.
Neglecting required approvals from board or equity holders before signing, leading to unenforceable issuances.

Consequences of Errors or Noncompliance

Securities Liability: May trigger enforcement under federal or state securities laws

Tax Consequences: Mistimed equity issuance can cause adverse tax treatment for recipients

Breach Claims: Inaccurate terms can lead to investor litigation or indemnity claims

Invalid Signatures: Improper execution may render the agreement unenforceable

Cap Table Errors: Mistakes can affect ownership percentages and future financings

Filing Omissions: Failure to file required notices may lead to penalties or rescission

eSignature Pricing and Feature Comparison for Agreement Execution

Comparison of starting prices and selected capabilities that affect how you prepare and execute Pre-Money Investment Agreements electronically.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes	Yes	Yes	Yes	Varies by vendor
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Frequently Asked Questions and Practical Answers

Answers to common execution, enforceability, and post-closing questions for Pre-Money Investment Agreements.

Need help? Contact support

Can this agreement be signed electronically?
Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA rules where adopted. Confirm consent and retention of a reproducible record to meet the four-part e-sign validity test.
Do electronic signatures meet securities filing needs?
Often yes for investor-side agreements, but confirm state blue-sky regulator requirements and whether any paper originals or notarized documents are needed for particular filings or transfers.
Who must sign on behalf of the company?
An authorized officer or person with delegated authority should sign. Verify corporate authority via a board resolution or incumbency certificate before executing and issuing securities.
Are notarization or witnesses required?
Most equity purchase agreements do not require notarization. If a counterpart signature needs notarization or witness attestation, include it in the closing checklist and follow state-specific notary rules.
How do I correct a signed agreement?
Minor clerical errors should be corrected by a properly executed amendment or corrected counterpart signed by all parties; avoid manual markups that lack full execution and authentication.
How can the agreement be revoked?
Revocation depends on contract terms and whether consideration was delivered; consult counsel. If unconditional rescission is needed, mutual written agreement or court action may be required.

be ready to get more

Join over 28 million airSlate SignNow users

Sign Now