Investment Agreement
This Investment Agreement (specified as the “Agreement”) is executed and made effective on this [ Date ] (specified as the “Effective Date”).
BY AND BETWEEN: Waveslab Ventures Limited, a corporation duly established and existent pursuant to the laws of British Virgin Islands
AND
[INSERT NAME OF INVESTOR] (specified as the “Investing Entity”),
Whereas, Corporation has posted an invitation to various prospective investors to make an Investment in Corporation (specified as the “Investment”) from such invitation Investing Entity showed its interest in making such investment desired by Corporation following the terms and conditions of this Agreement
Now, therefore, with consideration to the preceding mutual covenants and promises, Corporation and Investing Entity hereby agree to these terms and conditions as follows: Interpretation and Definition
1. Definitions
In this Agreement, unless otherwise stipulated, the following words and expressions shall bear the following definitions:
1.1 “Articles” shall be referred to as the new articles of association of Corporation adopted on the date of Completion of Investment, in the agreed form, and as amended from time to time;
1.2 “Accounts” shall be referred to as the periodic accounts, reports, and/or statements of Corporation for the period ended “Effective Date” which include the notes to such accounts and the associated reports;
1.3 “Act” shall be referred to as “Investing Entity” (as amended);
1.4 “Board” shall be referred to as the board of directors of Corporation and where the stipulations of this Agreement allows, including any duly appointed committee
Waveslab Ventures Ltd Company No: 2134871 BRITISH VIRGIN ISLANDS
from time to time;
1.5 “Board Minutes” shall be referred to as the minutes of a meeting of the board of directors of Corporation.
1.6 “Business Plan” shall be referred to as the business plan procured by Corporation which involve information on operations, financials, capital expenditures, and other relative targets;
1.7 “Business Day” shall be referred to as any day within a week excluding Saturdays, Sundays, and statutory holidays with which most business offices are generally open in for normal business transactions;
1.8 “Completion” shall be referred to as fulfilment of both Corporation and Investing Entity in their obligations of this Agreement;
1.9 “Completion Date” shall be referred to as the date at which Completion is made;
1.10 “Confidential Information” shall be referred to as all information disclosed by Corporation to Investing Entity and any other involved third parties which is designated by Corporation as strictly confidential in nature relating to the business, customers, or financial and/or other affairs of Corporation;
1.11 “Encumbrance” shall be referred to as any encumbrance which includes but is not limited to any claim, deed of trust, right of others, security interest, legal burden, lease, covenant, debenture, mortgage, pledge, charge, lien, deposit by way of security, bill of sale, option interest, proxy, beneficial ownership, public right, common right, any provisional and/or executional attachment and any other interest held by a third party entity or any agreement, arrangement, or obligation to create any of the preceding statements;
1.12 “Group” shall be referred to as collective reference in this Agreement to Corporation and its subsidiaries as of the execution of this Agreement;
1.13 “Intellectual Property” shall be referred to as all patents, trademarks, copyrights, logos, get-up, trade names, internet domain names, design and moral rights, rights in database, semi-conductor topography rights, utility models, rights in know-how and other intellectual property rights, in each case, whether registered or unregistered, including applications for registration and all rights or forms of protecting with equal and/or similar effect anywhere in the world which are held and/ or beneficially owned by Corporation;
1.14 “Investor Consent” shall be referred to as the prior written consent of Investing Entity;
1.15 “Investor Director” shall be referred to as the person who shall be appointed as a director of Corporation.
1.16 “Parties” shall be referred to as collective reference to both Corporation and Investing Entity (individually as “Party”);
1.17 “Bonuses” shall be referred to as the referral and network structure bonus issued by the Corporation;
1.18 “Warranties” shall be referred to as the representations and warranties of Corporation and Investing Entity of this Agreement;
1.19 “Written Resolution” shall be referred to as the resolutions written in the form laid out in Appendix A attached hereto; "
2. Interpretation
In this Agreement, unless otherwise stipulated, the following interpretation shall apply:
2.1 All the headings and titles provided herein are for the purposes of convenience in reference only and shall not, in any way, affect, modify, or change any of the construction and/or interpretation of this Agreement;
2.2 Any reference to a gender in this Agreement shall constitute all genders;
2.3 Any word/s presented in singular form shall also include the plural counterpart and vice versa;
2.4 Any reference to a “person” shall comprise of any individual, firm, company, or other body corporate, corporation, government, state or agency of state, trust or foundation, or any association, partnership, or unincorporated body or two or more of the foregoing;
2.5 Any reference to a clause, a recital, a schedule or a part thereof shall constitute such a reference to a clause, recital, schedule, or part respectively;
2.6 An “agreed from” is to a document in a form agreed between Corporation and Investing Entity and initialed for the purpose of identification by or on behalf of each of the aforementioned Parties;
2.7 There is no such provision in this Agreement that shall be construed in favor of, or against, any Party by reason of the extent to which such Party or its counsel participated in the drafting of this Agreement or by reason of the extent to which any such provision/s is not consistent with any prior draft hereof.
Nature of Investment
1. Pursuant to the terms and conditions in this Agreement, corporation will issue bonus such as referrals and ROI (Return of investment) to investing entity based on package purchased. (Please refer to Appendix A);
2. Completion of Investment shall occur on the Completion Date specified and consented by both Corporation and Investing Entity;
3. Upon Completion Date, following the issue and/or the allotment of the bonuses to Investing Entity, the bonus of the total ROI & referrals completed (by individual account) from Corporation on a basis in accordance with the terms and conditions of this Agreement;
4. Investing Entity shall be granted with all the rights stipulated in this Agreement upon its subscription of the package purchased done in good faith and the certificate of the amount of Investment and other valuable consideration contained therein by the Corporation and relevant entities;
Completion of Investment
1. Completion of Investment by Investing Entity shall take place based on the terms and conditions set forth in this Agreement shall occur in such order as Investing Entity may be required to;
2. On Completion Date, Investing Entity shall pay Corporation of the subscription price due. The payment made pursuant to this condition shall establish a good discharge for the obligations of Investing Entity under this Agreement;
3. Corporation shall convene a meeting of its Board, with which the following shall be resolved in Agreed Form:
3.1 Investing Entity shall be awarded with the bonuses earned from referrals and net structure;
3.2 Issuance of package certificates representing the amount invested by Investing Entity shall be consented;
Agreement
1. Upon amount of Investment is paid by Investing Entity on Completion Date, Corporation shall also duly issue and allot the bonuses as mentioned to Investing Entity through the delivery of certificates bearing the name and the package subscribed;
2. Corporation shall be accountable for the payment of any taxes related to the allotment, stamp duties, and/or other similar taxes referable to the execution of the terms and conditions in this Agreement and the issuance and/or allotment of the bonuses to Investing Entity.
Term and Termination
1. Term: This Agreement shall commence and become effective as of the Effective Date which is deemed as the start of the execution of Corporation and Investing Entity on their respective obligations hereto.
2. Termination Provisions
At any time after Completion, if Investing Entity cease to hold any of the securities of Corporation, then this Agreement shall be recognised as terminated;
3. Confidentiality
a) Corporation and Investing Entity shall have the obligation to preserve and to maintain, in strict confidence, the confidentiality of the terms and conditions in this Agreement;
b) Corporation shall only be permitted to disclose any information to any governmental entity and/or authority under this Agreement to the extent required by applicable law;
c) Either Corporation or Investing Entity who discloses any information under this Agreement shall provide the other Party with a prompt written notice in order for such party to seek legal actions to remedy and/or to furnish the portion of the information to be disclosed for such purposes may be contained; "
d) Corporation and/or Investing Entity shall exercise considerable efforts to ensure that the third party disclosed of with the information under this Agreement shall provide reliable assurance that confidentiality shall be accorded to such information to the extent reasonably requested.
4. Representation and Warranties of Corporation Corporation, together with its affiliates, represents and warrants:
a) That any actual and/or constructive knowledge on the part of Investing Entity or any of its investors, their respective agents, representatives, officers, employees, and/or advisers about Corporation is true and correct in all respects;
b) That Investing Entity has joined and entered into this Agreement with reliance to the representations and warranties of Corporation as a legal and reliable entity;
c) That the representation and warranties provided herewith are of separate and/or independent nature and these shall not be limited, restricted, and/or modified by reference to or inference from the terms and conditions of any other representation and/or warranty;
d) That Corporation shall give prompt written notice to Investing Entity in the event that the former party become aware of any fact or circumstance which would cause any of such representation and/or warranties of Corporation to become inaccurate, untrue, or misleading in any respect;
e) That Corporation and all its affiliates shall not be permitted to procure any of act or omission thereof which would lead and/or constitute a violation or a breach of any of the representation and warranties under this Agreement as if they were given at Completion or which would make any representation and/or warranty to become inaccurate, untrue, or misleading under this Agreement.
5. Costs and Expenses
a) Corporation and Investing Entity shall be accountable to their own costs with respect to the execution of the terms and conditions of this Agreement;
b) Corporation shall be given the responsibility to pay any and all taxes or duties in relation to the issuance and/or allotment of bonuses to Investing Entity and the execution of any legal documentation for such transaction contemplated herein.
6. General Provisions
a. Survival of Obligations: Notwithstanding Completion as well as termination of this Agreement, each and every right and obligation of Corporation and Investment Company particularly Appendix A of this Agreement shall, except in so far as fully performed at Completion, continue to be in full force and effect even after the
termination of this Agreement.
b. Successors: This Agreement shall be binding and inure to the benefits and interests of both Corporation and Investing Entity and their respective executors, personal representatives and successors whomever, unless otherwise stipulated, shall be used as reference to investors and/or founders of this Agreement.
c. Assignment and Deed of Adherence
i. Investing Entity shall not be entitled to, nor shall it purport to, assign, charge, transfer, or otherwise deal with all or any of its rights and/or obligations under this Agreement nor grant, declare, or dispose of any right or interest herein, in whole or in part, other than what is stipulated in this Agreement;
ii. It shall be clarified, for avoidance of any doubt, that Investing Entity shall receive absolute entitlement, at all times, to transfer any and/or all of its bonuses to or for its benefit in accordance with the terms and conditions of this Agreement.
iii. In the event that a term and/or a condition is found in conflict with the Articles, the terms and conditions of this Agreement shall prevail between investors. Following such circumstances, investors shall apply any modifications that are deemed necessary to be applied to the Articles.
iv. Severance: In the event that a term and/or condition of this Agreement is or becomes unenforceable, invalid, and/or illegal under the laws at which this Agreement is governed and under jurisdiction with, such term and/or condition will be given no effect and shall be deemed not written in this Agreement without invalidation of any of the remaining valid and enforceable terms and conditions of this Agreement which shall not in any way be affected or impaired and shall continue to be in full force and effect.
v. Relationship of Parties: There is no term and/or condition of this Agreement that constitutes a partnership and/or agency between Corporation and Investing Entity otherwise as may be precisely expressed herein. The Parties are independent contractors of each other, as such, any Party shall not have the right to act as an agent of the other Party for any purpose, or entitle any Party to commit or to bind the other in any manner thereof.
Notices
i. Any and all notices and any other forms of communication between Corporation and Investing Entity shall be prepared and delivered in writing and signed by or on behalf of the sending Party;
ii. Such notices and forms of communication shall only be considered as duly given or made when delivered:
1. Registered or certified mail, Jan 2024 from posting date;
iii. All written notices and forms of communication between Corporation and Investing Entity under this Agreement shall be procured in the English Language.
iv. Further Assurance: Both Corporation and Investing Entity shall promptly deliver and execute all such documents and do its obligations under this Agreement as either Party from time to time may so require for the purposes of giving full force and effect on the terms and conditions stipulated in this Agreement.
v. Entire Agreement: This Agreement, along with the attached schedules, shall establish and constitute the complete and entire agreement between Corporation and Investing Entity in relation to the subject matter of this Agreement thereof and shall supersede any previous agreements, arrangements, understanding, and/or discussions between the aforementioned parties relative to such subject matter thereof.
vi. Counterparts: This Agreement may be executed in multiple counterparts, each of which shall be recognized as an original instrument and all of which together shall constitute one and same instrument.
vii. Governing Law and Jurisdiction: This Agreement shall be interpreted through and governed by the laws of British Virgin Islands. Any legal action and/or proceedings arising out of the execution of this Agreement shall be subject to the competent jurisdiction of the state or federal courts of British Virgin Islands as mutually consented by Corporation and Investing Entity.
In Witness Whereof, Corporation and Investing Entity have caused the execution of the terms and conditions of this Agreement.
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