Web, Mobile Application or Software Company Investment Agreement | Law&Trust International



Funding or finance is an important part of any project, A monetary asset purchased today with the idea that it will provide profit in the future at a higher price is known as Investment. Investing in the development of a project improves the efficiency of a product and expand its capabilities, but also attracts a team of competent marketers, whose work will increase the popularity and speed up the returns of the product.

Competently executed relationships between the investor and the project team will help avoid possible misunderstandings in the implementation of further tasks on products, delimiting and securing the scope of activities (a software company investor agreement).

Lawyers of Law and Trust International assist you in building your relationship, preparing and concluding an agreement with an investor to protect your rights when investing, and those of the team members, especially if you decide to continue or end your relationship with an investor.


Even in the second decade of the twentieth century, investing in IT products are termed ‘high risk’, as not every project becomes the ‘modern-day Google’ or the ‘new Facebook’. Many investors, however, enter into an investment contract in IT, investing in IT projects, ranging from applications for smartphones to the development of nanotechnology, with the expectation that the project will yield profits or dividends some day.

At the same time, investors should protect themselves as much as possible, protect their interests when investing in a startup, while structuring a deal and agreeing to contracts (startup investor agreement). There are many ways to raise funds and, “investment contracts” alike.


A loan is a classic tool to raise funds. The company finds an entity or a person who agrees on certain conditions (term and interest) and for certain security to provide a certain amount of money for the use of the company.

Regular loan

  • It should be noted that banks often agree to issue a loan to a company (of course, after a detailed study of it) backed by a share in this company. Thus, until the payment of the loan amount and the interest, the bank will hold shares/bonds of the company in pledge. In some jurisdictions, the pledge holder acquires the same rights as the shareholder/board member for the period of holding the shares/bonds in the pledge.

  • This feature makes a regular loan a bit like a convertible loan.

Convertible loan

  • A convertible loan is a contract according to which an investor provides his money in a loan to a company, and such a company, in turn, does not plan to repay the amount of the debt, but rather “pays” with the shares or other securities of the issuing company.

  • The investor’s interest in this case, lies in the fact that by investing certain funds at an early stage in a company, he can receive shares (or other securities) in an expensive company under the terms of the contract and, thus, make a profit in the form of dividends distributed to him or by selling a share at a market price.

However, a situation often occurs in which the assessment of the company's potential differs: the investor may argue that the potential of the company is 5,000,000 US dollars, and the founders of the company are convinced that their company costs 20,000,000 US dollars. Since, unfortunately, there is no universal tool for determining (assessing) the potential value of a company at a very early stage of its life cycle, the negotiation process comes down to ordinary banal trading, and as a result, it can end in nothing for both the investor and the team.

To avoid such a situation and in order to protect the rights and interests of the investor, you can structure the deal in the form of a convertible loan. In this case, the actual value of the company will be determined by the market – that is, by the investor of the next round of funds raising (for example, during the IPO, initial public offering). In most cases, the result of the assessment suits both parties. In order to compensate the risks of an early investor and to create certain advantages for investors in subsequent stages, various mechanisms are used to structure transactions along the path of convertible loans, the most important of which are Maturity Date, Discount and Valuation Cap.

Maturity Date is a condition that sets the period by which the next round of raising funds should come. If a new round of investment does not occur, then, according to the terms of the contract, the condition "Conversion on Maturity" is triggered.

Conversion on Maturity usually takes one of three forms: the postponement of the next round of investment or the repayment of a loan with interest, or the forced conversion into shares under the terms of the Maturity Cap - for example, a company sells 50% of its shares to its investor.

If the next round of investment takes place, then, according to the terms of the contract, the debt can be repaid provided that such debt is converted into the securities of the company. In this case, the two remaining parameters apply - Valuation Cap and/or Discount.

Valuation Cap

The Valuation Cap regulates the highest valuation in the opinion of the investor and startup, which can be used to determine the price of converting a loan into a company's share.

A convertible loan agreement that does not have a Valuation Cap is extremely dangerous and high-risk for potential investors. In this case, if there is a significant increase in the company's valuation (for example, at IPO), the investor may not receive substantial benefits from this.

Suppose that the initial investor invested $500,000 under a convertible loan agreement in a company that quickly became self-supporting and did not initialize the next round of fundraising for a long time. In such a round, the company raised funds from a new investor in the amount of $ 5 M while valuing the company at $ 20 M. Thus, the situation is that a new investor who is not exposed to the risk of losing investments, receives 25% of the shares (5,000,000 / 20,000,000 = 0.25), and the initial investor, who believed in the team at the project construction stage, receives only 2.5% (500,000 / 20,000,000 = 0.025). To avoid this situation, there is a Valuation Cap.

If the investor and the company agree on a Valuation Cap, for example, of $5 M, then if the company was valued at $20 M, such an investor would receive a share on the assumption that the next round would be valued at $5 M, not $20 M.

Thus, the initial investor can convert his loan into 10% of the shares of the company (500,000 / 5,000,000 = 0.1), and not by 2.5%, as described above.

However, if the company's valuation is lower than that fixed in the Valuation Cap, then the investor can receive a discount at a further level of fundraising. So, if a new investor owns the company's securities at a price of $10 per unit, but a converted loan agreement is concluded between the company and the original investor with a discount of 20%, then the original investor can turn his loan into the same securities, but at the price of $80 per unit, thus obtaining more shares and exercising his rights as an early investor.

Also, when drawing up a convertible loan agreement, the following conditions must be taken into account: Qualified Financing (what is considered an investment round and what is not) and Most Favored Nation (a mechanism by which a company agrees to provide the investor with the best conditions that the company provides to any other investor - for example, within discount and valuation cap).


When choosing a jurisdiction to establish a joint venture, several issues need to be investigated.

Issues to consider:

  • type of company’s activity
  • company’s geography
  • investor’s residency
  • tax burden and political situation.
When choosing a jurisdiction for a joint venture, always be sure to consider the tax issues that may arise. It is necessary to study how and at what rates tax in a particular jurisdiction is profitable, dividends, royalties, value added tax, are there any tax benefits for IT companies. It is imperative to consider the list and mechanism for the application of double taxation avoidance agreements.
When choosing a jurisdiction to create a joint venture and protect your interests and the interests of the investor, you should choose one that will be stable both politically and economically. An unfavorable change of regime or the collapse of the financial system can seriously hinder your business and negatively affect your company, and may make it difficult to settle accounts with counterparties, which may result in penalties from such counterparties.


Lawyers at Law and Trust have been providing support services for investment and other transactions since 2003.
Our experts will do everything possible to protect you from a possible violation of your rights.
We can competently structure and conduct a transaction with the most profitable result for you.


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