THIS AGREEMENT is made

BETWEEN:-

 

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: 1133231-K), is a company incorporated in Malaysia under the Companies Act 2016 with the registered name of PurelyB Sdn Bhd.

 

AND

 

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 ;

 

AND/OR

 

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’

 

 

NOW THIS AGREEMENT WITNESSETH as follows:-

 

  1. 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 One Hundred and Fifty Thousand (RM 150,000), 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 One Hundred and Fifty Thousand (RM150,000), 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.
         

         

    5. Pursuant to Clause 1.4.1, upon the instruction by the Custodian appointed by the ECF Platform, the Investee shall register the LLP as the 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 LLP proportionate to the value of the amount of investment in the LLP from the total investment raised by the Investee.
       
    6. In return for the Investment, the Investor agree that the Investor shall receive either a direct shareholding in the Investee or indirect equity in the Investee  through the LLP subject to Clause 1.4 above and the amount of shareholding or equity is stipulated in the Schedule 1 herein.

       
  2. WITHDRAWAL AND/OR CANCELLATION OF INVESTMENT
     
    1. The Investor shall be given six (6) days cooling period beginning from the date of the investment made where within such period, the Investor shall have the rights to withdraw and/or cancel the investment by providing the Operator with a written notification.
       
    2. In the event if there is a material adverse change on the Products or the Investee, the Investor shall be given with a period of fourteen (14) days, from the date which the Investor noticed or being notified by the Operator of such material adverse change, to withdraw and/or cancel the investment.
       
    3. Upon the end of the period as mentioned in Clauses 2.2 and 2.3 above, the Investor shall not be entitled to withdraw and/or cancel the investment made.
       
    4. Notwithstanding the above, the Investee may, in their sole discretion, with or without grounds, refuse to accept and/or revoke their acceptance to the investment made by the Investor when it deems fit and necessary.

       
  3. PERIOD OF FUNDRAISING
     
    1. The Investee shall endeavor to raise and/or obtain funds in order to achieve the fundraising amount targeted within the maximum period of ninety (90) days from the date of the listing of its business or Products on the ECF Platform.
       
    2. In the event the Investee is able to raise and/or obtain funds up to the fundraising amount targeted prior to the expiry of the period mentioned in Clause 3.1 above, such period of fundraising shall end subject to the confirmation of the Operator.
       
    3. In the event the Investee fails to raise and/or obtain funds up to the fundraising amount targeted within the maximum period as mentioned in Clause 3.1 above, the Investment Amount invested by the Investor shall be returned to the Investor subject to the terms and the conditions prescribed by the Operator.
       
    4. Pursuant to Clause 3.1 and 3.2, in the event the Investee is able to achieve the fundraising amount targeted, the Investee shall undertake, subject to any terms and conditions prescribed by the Operator, execute and deliver all and any necessary agreement and/or instrument and/or document to enforce the transfer and/or subscription of shares in the Investee by the Investor based on the Investment amount invested by the Investor in accordance to Clause 1.4 of this Agreement.
       
    5. The Investor may, on their own discretion, request to the Operator to extend the period of fundraising beyond the period as provided in Clause 3.1 above and the Investor shall have no responsibility to notify and/or obtain any approval from the Investor in requesting for such extension from the Operator.
       
    6. In the event if the period of fundraising is extended, such extension shall be notified through the ECF Platform and the Investee shall have no responsibility to notify the Investor on the same, unless the Investee in their own discretion decides to do so at their own expenses.

       
  4. ACCOUNTS OF THE INVESTEE
     
    1. The Investee shall maintain accurate and complete accounting records.
       
    2. The accounts of the Investee shall be kept in accordance with generally accepted accounting principles applicable in Malaysia and shall be audited annually. Any audit exercise additional to the statutory annual audit exercise shall only be made upon request by any Party, and shall be at the expense of the requesting Party.
       
    3. The financial year of the Investee may be changed by a resolution passed by the Board of Directors, as soon as practicable after the completion of the subscription of the Subscription Shares.

       
  5. SPECIAL COVENANT
     
    1. The Investor represents and warrants to the Investee that the investment by the Investor in the Investee in return for shares does not contravene the Moneylender Act 1951, the Anti Money Laundering Act 2001 or any anti-money laundering legislation, regulations or guidelines issued, administered or enforced by any governmental agency or regulator in the jurisdiction in which the Investor conducts its business or resides.  Further, the Investor represents and warrants to the Investee that the funding of the Investment Amount is not derived from the proceeds of any illegal activity.

       
  6. REPRESENTATIONS AND WARRANTIES
     
    1. The Investor hereby represents, warrants and acknowledges to the Investee that: 
       
      1. The Investee has full legal right, power and authority to execute, deliver and perform its obligations under this Agreement;
         
      2. This Agreement constitutes its valid, binding and enforceable obligations in accordance with the terms thereof;
         
      3. The Investee has relied and will rely upon its representations, warranties and acknowledgements as provided under this Agreement (including, without limitation, Clause [5] above);
         
      4. The Investor has made its own independent investigations and calculations in evaluating the merits and risks of making the investment and subscribing the Subscription Shares and it has relied on its own judgment, belief and knowledge (and where applicable, the advice of its own independently selected advisers) in relation to this Agreement, the investment and the subscription of Subscription Shares. Accordingly, the Investee shall have no responsibility or liability whatsoever to the Investor in this regard;
         
      5. All actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order to enable the Investor to lawfully enter into, exercise its rights and perform and comply with its obligations under this Agreement and to ensure that those obligations are legally binding and enforceable have been taken, fulfilled and done;
         
      6. The Investor is not bankrupt or otherwise insolvent in  Malaysia and/or any other jurisdiction and no petition for winding-up, bankruptcy or insolvency has been filed against the Investor in Malaysia and/or any other jurisdiction;
         
      7. That the Investor is not in default under any agreement to which it is a party or by which it 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 Investee to proceed with this Agreement or continue to make available the  investment;
         
      8. The Investor falls under the class of eligible investor(s) who is eligible to invest through the ECF Platform pursuant to and in accordance with the Securities Commission’s Guidelines on Recognised Markets.
         
    2. 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. AMENDEMENTS AND SEVERABILITY
     
    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.

       
  8. TIME
     
    1. Time wherever mentioned in this Agreement shall be of the essence of this Agreement.

       
  9. COSTS
     
    1. Each Party shall be liable for their own costs incurred for this Agreement and all other necessary expenses.

       
  10. NOTICE
     
    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.

       
  11. GOVERNING LAW
     
    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.

       
  12. HEADINGS
     
    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.

       
  13. SUCCESSORS BOUND
     
    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.