Investment Agreement With Changes
Investment Agreement With Changes
Investment Agreement With Changes
This Investment Agreement (the “Agreement”) is entered into as of November 19, 2024 (the
“Effective Date”) by and between:
Syw Nylon Limited Liability Company, a company having its principal address at 475
Washington Blvd, Jersey City, NJ 07310 #3501S (hereinafter referred to as the “Investor”),
represented by Marvin Yue, and
Flushed Juices, LLC, a company incorporated under the laws of New Mexico, having its
principal address at 344 Grove St, Jersey City, NJ 07310 #4152 (hereinafter referred to as the
“Company”), represented by Roy Simeon.
WHEREAS:
1. The Investor wishes to invest in the Company, and the Company seeks such investment
to support its growth and operations.
2. Both parties desire to formalize the terms and conditions of this investment.
1. Investment Details
1.1 Investment Amount: The Investor agrees to invest a total amount of Thirty Thousand
United States Dollars (USD $30,000.00) in the Company, which will be utilized in accordance
with the terms of this Agreement.
1.2 Payment Schedule: The investment shall be provided in two installments as follows:
1.3 Equity Stake: In exchange for the investment, the Investor shall receive an Eight Percent
(8%) equity stake in the Company, which shall represent ownership and entitle the Investor to a
proportional share of profits and other entitlements as per this Agreement.
1.4 Transfer of Funds: The Investor shall transfer the funds to the Company’s designated
account as instructed in writing by the Company.
2. Use of Funds
2.1 Purpose: The Company shall use the investment funds primarily for product development
and scaling operations as part of its business growth strategy.
2.2 Flexibility in Use: There are no specific restrictions on how the funds may be allocated,
provided they are used to advance the Company’s objectives.
3. Confidentiality
3.1 Confidential Information: Both parties agree that all information, materials, and discussions
related to this Agreement shall be treated as confidential and shall not be disclosed to any third
party without the prior written consent of the other party.
3.2 Return of Materials: If the investment is not finalized, each party agrees to promptly return
or destroy any confidential materials received from the other party.
3.3 Specific Restrictions: The Investor specifically agrees not to disclose the Company’s
proprietary information, including ingredients or formulations, to any third party under any
circumstances.
4.1 Equity Rights: The Investor shall hold an Eight Percent (8%) equity stake in the Company
and shall be entitled to a proportional share of the Company’s profits, payable when the
Company begins generating profits.
4.2 Future Funding Participation: The Investor shall have the right to participate in any future
funding rounds undertaken by the Company, subject to terms mutually agreed upon in writing.
4.3 No Board Representation: The Investor acknowledges that this Agreement does not entitle
them to a seat on the Company’s board of directors or management team.
4.4 Profit Distribution: The Investor’s share of profits shall be calculated and distributed in
accordance with their equity percentage, as determined by the Company’s financial performance.
5.1 Valuation: The Company acknowledges that no pre-money valuation has been determined
for this investment.
5.2 Due Diligence: The Investor may conduct reasonable due diligence, including but not limited
to market analysis, to evaluate the Company’s business and operations prior to finalizing the
investment.
5.3 Provision of Information: The Company agrees to cooperate in good faith and provide
relevant information or documents as requested by the Investor during the due diligence process.
6.2 No Specific Deliverables: The parties acknowledge that there are no specific deliverables or
milestones required to be met by either party prior to the closing date.
6.3 Execution of Agreement: Both parties shall execute all necessary documents to effectuate
the terms of this Agreement by the closing date.
7. Dispute Resolution
7.1 Resolution Mechanism: Any disputes arising out of or relating to this Agreement shall first
be resolved through mediation.
7.2 Governing Law: This Agreement shall be governed by and interpreted in accordance with
the laws of the State of New Jersey.
7.3 Jurisdiction: If mediation fails to resolve the dispute, the parties agree to submit the matter
to the exclusive jurisdiction of the courts located in New Jersey.
8.1 Compliance with Laws: Both parties agree to comply with all applicable legal and
regulatory requirements related to this investment.
8.2 Tax Obligations: Each party shall be solely responsible for any taxes arising from their
respective roles and transactions under this Agreement.
8.3 Confidentiality of Proprietary Information: The Investor expressly agrees not to disclose
the Company’s proprietary information, including but not limited to its ingredients and
formulations, to any third party.
9. Miscellaneous
9.1 This Agreement constitutes the entire understanding between the parties.
9.2 Any amendments must be made in writing and signed by both parties.
9.3 This Agreement is binding upon and inures to the benefit of the parties and their respective
successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.
For the Investor:
Name: Marvin Yue
Title: _______________
Signature: ________________________
Date: _____________________________