Standard Draft: Investment Agreement

A user hosted on ATA PLUS equity crowdfunding platform ("Site") to offer its shares on the platform (referred to as 'Entrepreneur' on the platform) (hereinafter referred to as the “The Investee”) of the other part.

The Investee (Company No: ), is a company incorporated in Malaysia under the Companies Act 2016 with the registered name of (Company Name: )

A user hosted on ATA PLUS equity crowdfunding platform ("Site") to invest in return for shares in The Investee on the platform (referred to as 'Investor' on the platform) (hereinafter referred to as the “The Investor”) of the other part.

The Investor (Company No: ), a company incorporated in Malaysia under the Companies Act 2016 and having its business address as per Schedule 1 (hereinafter called the "the Investor") of the second part ;

The Investor (Identity No : ), an individual as described in Schedule 1 (hereinafter called the "the Investor") of the third part;

Hereinafter referred to individually as a 'Party' or collectively as the 'Parties’

WHEREAS :

Ata Plus Sdn Bhd is a registered and licensed electronic facility operator (hereinafter referred to as “the Operator”) that provides a platform for equity crowdfunding services to approved issuers and investors (hereinafter referred to as “the ECF Platform”).
The Investee has engineered a product called “Company Name Equity” (hereinafter referred to as “the Products”) and through the ECF platform has advertised their company business plan and/or the Products and is desirous to raise funds for its business to achieve the fundraising amount targeted.
The Investor through the ECF Platform is desirous to invest in the Investee for the production of the said Products in return for shares in the Investee. The Parties herein wish to regulate their conducts, relation, duties and/or rights in respect of the aforesaid engagement in accordance with the terms and conditions hereinafter contained in this Agreement.

NOW THIS AGREEMENT WITNESSETH as follows:-

THE INVESTMENT
1. In consideration of the Investee's undertaking to perform the terms of the Agreement, the Investor hereby agrees to invest the sum as specified under Schedule 1 (hereinafter referred to as "the Investment Amount") to be paid in advance by the Investor to the trustee appointed by the Operator. The Investee agrees to accept the Investment subject to and upon the terms and conditions herein appearing and as prescribed by the Operator.
2. The Investor shall pay in full the Investment Amount via the payment methods provided on the ECF Platform by the Operator. The Investment Amount shall be deposited into a trust account held by the Operator’s appointed trustee until the period of fundraising ends.
3. Upon execution of this Agreement, the Parties hereby agree to the terms and conditions of the Partnership Agreement in Annexure herein.
4. Upon a successful crowdfunding campaign by the Investee, the Parties hereby agree that:
  1. In the event that the amount of investment made by the Investor is less than Ringgit Malaysia XX(RM XX), the Investor agree that the Investor shall be registered as a partner (hereinafter referred to as “Partner”) in the Limited Liability Partnership to be incorporated under this Agreement (hereinafter referred to as “LLP”) whereas all the rights and obligations of the Investor as partner in the LLP shall be strictly governed by the Partnership Agreement.
  2. In the event that the amount of investment made by the Investor is equal to or more than Ringgit Malaysia XX(RM XX), the Investor agree that the Investor shall be registered as shareholder in the Investee in which the Investee shall transfer the shares and/or cause for the shares to be subscribed (“Subscription Shares”) by the Investor proportionate to the amount and/or percentage of the investment made by the Investor from the total investment raised by the Investee.
  1. The Investee acknowledges, confirms and agrees that the investment by the Investor in the Investee in return for shares does not contravene the Moneylender Act 1951 nor the Anti Money Laundering Act 2001.
  1. The Investee hereby represents and warrants to and undertakes with the Investor as follows:
    1. The Investee validly exists under the laws of Malaysia with full power and authority to carry on its business;
    2. That the terms and conditions of this Agreement constitutes the legal, valid and binding obligations of the Investee in accordance with their respective terms;
    3. That the Investee is not in default under any agreement to which they are parties or by which they may be bound and no litigation, arbitration or administrative proceedings are presently current or pending or threatened which default, litigation, arbitration or administrative proceedings as the case may be, might impair its ability to perform its respective obligations hereunder, or affect the decision of the Investor to proceed with this Agreement or continue to make available the Investment;
    4. No event or omission has occurred which entitles any creditor or creditors of the Investee to declare any of its indebtedness under any investment agreement or credit facility due and payable prior to its specified maturity or to cancel or terminate any investment or other credit facility or to decline to make any advance or further advances thereunder;
    5. That no steps have been taken or are being taken to appoint a receiver, receiver and manager or liquidator to take over or to wind-up the Investee;
    6. No litigation, arbitration or administrative proceedings, before or of any board, tribunal, arbitrator or governmental authority is presently pending or threatened against the Investee or any of its assets and no claim has been secured by or threatened against the Investee;
    7. The liability and obligations of the Investee to the Investor in respect of the indebtedness shall continue to be valid and binding for all purposes whatsoever and that the Investor shall not be prejudiced in any way whatsoever by or notwithstanding any restructuring scheme or arrangement whether now or hereafter between the Investee and any third party or persons in respect of any liability or obligations by the Investee to that third party or persons; and
    8. Where any representation or warranty or any statement contained herein proves to be misleading or incorrect, it shall be deemed to have been made with the consent or convenience of or attributable to the neglect on the part of any director, manager or secretary or other similar officer of the Investee purporting to act in such capacity.
    1. No provisions of this Agreement may be voided, amended, waived, discharged, absolved or terminated orally nor may any default, breach or omission of any provisions of this Agreement be waived or condoned orally.
    2. If at any time during the terms of this Agreement any provision condition term stipulation covenant or undertaking of this instrument is or becomes illegal, void, invalid, prohibited or unenforceable in any respect at the same shall be ineffective to the extent of such illegality, invalidity, prohibition or enforceable without invalidating in any manner whatsoever the remaining provisions hereof or thereof. Notwithstanding the foregoing, the Parties hereto shall thereupon negotiate, in good faith, in order to agree on the terms of a mutually satisfactory provision to be substituted for the provision so found to be void or unenforceable.
    1. Time wherever mentioned in this Agreement shall be of the essence of this Contract.
    1. The Investee shall at all times hereafter save harmless and keep the Investor indemnified against any and all expenses costs actions proceedings claims demands penalties damages and liabilities which may be brought or made against or incurred by the Investor prior to the date of this Agreement and/or by reason or on account of non-observance of all or any of the stipulations on the part of the Investee contained in this Agreement or otherwise howsoever owing out of or in connection with this Agreement.
    1. Any notice under this Agreement shall be in writing in the English Language and shall be deemed to be sufficiently served if the same is sent or addressed to any Party by registered post to the address hereinbefore mentioned or to the last known address and shall be deemed to have been received within seven (7) days following the date it was posted.
    1. The terms of this Agreement and the laws of Malaysia from time to time existing, shall, where applicable, exclusively govern the rights and obligations of the Parties, who hereby further agree to submit the jurisdictions of the Courts of Malaysia.
    1. The heading of each of the provisions herein contained are inserted merely for convenience of reference and shall be ignored in the interpretation and construction of any of the provisions herein contained.
    1. This Agreement shall be binding upon successors-in-title of the Investee and on the assigns and successors-in-title of the Investor and persons deriving thereunder.