INVESTMENT & SHAREHOLDERS AGREEMENT

1. Purpose of Agreement

This Agreement sets out the terms and conditions governing the investment made by the Investor into the Company, including equity, preferred shares, convertible instruments, or structured investment vehicles as mutually agreed.

2. Investment Structure

• Investment Type: Equity / Preferred Equity / Convertible Note / SAFE / Hybrid
• Minimum Investment: Seed USD 250,000; Growth USD 1,000,000 and above
• Valuation: As agreed in Schedule A
• Use of Funds: As detailed in Schedule C

3. Share Allocation & Ownership

Shares shall be issued according to the agreed valuation and investment amount and recorded in the Company’s Share Register. No partnership or management rights are implied unless expressly stated.

4. Investor Rights

• Quarterly and annual reporting
• Board seat or observer rights (subject to investment size)
• Pre-emptive, tag-along, and anti-dilution rights as agreed

5. Founder & Management Obligations

Founders shall devote reasonable efforts to the Company. Vesting, non-compete, and lock-up provisions may apply.

6. Dividends & Returns

Dividends are discretionary. No guaranteed returns are implied. Returns may arise via dividends, exits, buybacks, or IPO.

7. Exit Strategy

• Initial Public Offering (IPO)
• Trade Sale or Acquisition
• Strategic Merger
• Share Buyback

8. Confidentiality

All non-public information is confidential and obligations survive termination.

9. Representations & Warranties

Each Party represents full authority to enter this Agreement. The Investor confirms sophisticated/accredited investor status.

10. Risk Disclosure

Investment involves substantial risk including potential loss of capital. Past performance does not guarantee future results.

11. Limitation of Liability

Liability is limited to the amount invested except in cases of fraud or willful misconduct.

12. Non-Solicitation & Non-Compete

Confidential information shall not be misused. Non-compete applies only where legally enforceable.

13. Governing Law & Jurisdiction

This Agreement is governed by the laws of Malaysia. Malaysian courts have exclusive jurisdiction.

14. Dispute Resolution

Disputes shall be resolved amicably, failing which by arbitration in Kuala Lumpur.

15. Miscellaneous

This Agreement constitutes the entire agreement and may only be amended in writing. Invalid provisions do not affect the remainder.

16. Execution, Counterparts & Electronic Signing

This Agreement may be executed in counterparts and by electronic signature, each deemed an original and legally binding.

Schedules

Schedule A – Term Sheet & Valuation Summary

Item	Details
Investment Type	Equity / Preferred / Convertible / SAFE
Investment Amount	USD ___
Valuation	Pre-money USD ___ / Post-money USD ___
Closing Date	___ / ___ / ___
Investor Rights	Board / Observer / Pre-emptive / Tag-along

Schedule B – Share Class & Rights

Class	Shares	Voting	Dividends	Liquidation Preference
Ordinary	___	___	___	None
Preferred A	___	___	___	1x
Preferred B	___	___	___	1.5x
Convertible / SAFE	___	Convertible	As per terms	As per terms

Schedule C – Use of Funds

Category	Amount (USD)	%
Platform & AI Development	___	___%
Operations & Staffing	___	___%
Marketing & Growth	___	___%
Strategic Acquisitions	___	___%
Compliance & Legal	___	___%
Reserves / Working Capital	___	___%
Total	___	100%

Schedule D – Exit & Liquidity Preferences

Exit Event	Investor Rights	Preference
IPO	Pro-rata sale	___x original investment
Acquisition	Tag-along / Pro-rata	___x
Share Buyback	Company / Investor option	FMV or ___x
Secondary Sale	Pre-emptive rights	Pro-rata

Signatures