INVESTMENT & SHAREHOLDERS AGREEMENT (BLACK & WHITE)This Investment & Shareholders Agreement (“Agreement”) is made and entered into on the date of execution (“Effective Date”), by and between:
BBB GLOBAL NETWORK GROUP (MY), a company incorporated in Malaysia, including its subsidiaries, affiliates, special purpose vehicles, and future holding entities (collectively referred to as the “Company”),
AND
The Investor, including High-Net-Worth Individuals (HNWI), Venture Capital firms (VC), Angel Investors, Strategic Partners, or Investment Syndicates (collectively referred to as the “Investor”).
The Company and the Investor are hereinafter referred to individually as a “Party” and collectively as the “Parties”.
- PURPOSE OF AGREEMENT1.1 The purpose of this Agreement is to define the terms and conditions governing the investment made by the Investor into the Company.
1.2 This Agreement governs equity investment, preferred shares, convertible instruments, or structured investment vehicles as mutually agreed in writing. - INVESTMENT STRUCTURE2.1 Investment Type: Equity / Preferred Equity / Convertible Note / SAFE / Hybrid Instrument.
2.2 Minimum Investment:
Seed Round: Minimum USD 250,000 (or equivalent).
Series / Growth Round: Minimum USD 1,000,000 and above.
2.3 Valuation: To be determined and agreed separately in the relevant Term Sheet.
2.4 Use of Funds: AI infrastructure, platform development, talent acquisition, operations, compliance, acquisitions, marketing, and expansion. - SHARE ALLOCATION & OWNERSHIP3.1 Shares shall be issued according to the agreed valuation and investment amount.
3.2 Share classes may include Ordinary Shares, Preferred Shares, or other special classes.
3.3 Ownership shall be reflected in the Company’s Share Register.
3.4 No implied partnership or management rights are granted unless expressly stated. - INVESTOR RIGHTS4.1 Information Rights: Quarterly and annual financial and operational reports.
4.2 Board Rights: Board seat or observer rights subject to investment size.
4.3 Pre-Emptive Rights: Right to participate in future funding rounds.
4.4 Tag-Along Rights: Investor may participate proportionally in any sale of founder shares.
4.5 Anti-Dilution Protection: As agreed in the Term Sheet. - FOUNDER & MANAGEMENT OBLIGATIONS5.1 Founders shall devote reasonable efforts to the Company.
5.2 Founders shall not compete with the Company during their tenure.
5.3 Founder shares may be subject to vesting and lock-up periods. - DIVIDENDS & RETURNS6.1 Dividends, if any, shall be declared at the discretion of the Board.
6.2 No guaranteed returns are implied.
6.3 Returns may be realized via dividends, exits, buybacks, or IPO. - EXIT STRATEGY7.1 Potential exits include:
Initial Public Offering (IPO)
Trade Sale or Acquisition
Strategic Merger
Share Buyback
7.2 Exit timelines are indicative and not guaranteed. - CONFIDENTIALITY8.1 All non-public information shall remain strictly confidential.
8.2 Confidentiality obligations survive termination of this Agreement. - REPRESENTATIONS & WARRANTIES9.1 Each Party represents it has authority to enter this Agreement.
9.2 The Investor confirms it is a sophisticated investor capable of assessing risk.
9.3 The Company represents it is duly incorporated and compliant under applicable laws. - RISK DISCLOSURE10.1 Investment involves substantial risk including loss of capital.
10.2 Past performance does not guarantee future results.
10.3 The Investor acknowledges full understanding of risks. - LIMITATION OF LIABILITY11.1 The Company shall not be liable for indirect or consequential losses.
11.2 Liability is limited to the amount invested, except in cases of fraud. - NON-SOLICITATION & NON-COMPETE12.1 Investor shall not misuse Company confidential data.
12.2 Non-compete applies only where legally enforceable. - GOVERNING LAW & JURISDICTION13.1 This Agreement shall be governed by the laws of Malaysia.
13.2 Courts of Malaysia shall have exclusive jurisdiction. - DISPUTE RESOLUTION14.1 Disputes shall first be resolved amicably.
14.2 Failing which, disputes shall be referred to arbitration in Kuala Lumpur. - MISCELLANEOUS15.1 This Agreement constitutes the entire agreement between Parties.
15.2 Amendments must be in writing and signed by all Parties.
15.3 If any provision is invalid, remaining provisions remain enforceable. - EXECUTION, COUNTERPARTS & ELECTRONIC SIGNING16.1 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
16.2 Signatures transmitted electronically or via digital signing platforms shall be deemed valid and binding.
16.3 This Agreement shall become effective upon the last signature of all Parties. - SCHEDULES & INCORPORATION BY REFERENCEThe following schedules, once executed, shall form an integral part of this Agreement:
Schedule A – Term Sheet & Valuation Summary
Schedule B – Share Class & Rights (if applicable)
Schedule C – Use of Funds Breakdown
Schedule D – Exit & Liquidity Preferences (if applicable) - COMPLIANCE & INVESTOR ELIGIBILITY18.1 The Investor represents that it qualifies as a sophisticated / accredited investor under applicable laws.
18.2 The Investor confirms compliance with all AML, KYC, and source-of-funds requirements.
18.3 The Company reserves the right to request verification documents prior to share issuance. - NO PUBLIC OFFERING19.1 This Agreement does not constitute a public offering.
19.2 No prospectus or offering memorandum is implied unless separately issued. - FINAL ACKNOWLEDGEMENT20.1 The Investor acknowledges that no verbal representations outside this Agreement are relied upon.
20.2 The Investor confirms independent legal and financial advice has been sought or waived. - SIGNATURESFOR THE COMPANYLegal Name: BBB GLOBAL NETWORK GROUP (MY)Authorized Signatory: ____________________Title: __________________________Signature: _____________________Date: ____________________
FOR THE INVESTORFull Legal Name: ____________________Entity (if applicable): ____________________Authorized Signatory: _____________________Signature: _____________________Date: ____________________
WITNESS / NOTARY (IF REQUIRED)Name: ____________________Signature: _____________________Date: ____________________
END OF AGREEMENT**