BETWEEN
INVESTOR:
BUSINESS OWNER:
Joseph Sudarso & Celestine Apong
Business Registration: CJHOMEBASE (PPG/2019/13756)
Address: Padimas Point 2, Penampang, Sabah, Malaysia
RECITALS
WHEREAS the Business Owners require funding of RM100,000 for business expansion and property enhancement;
WHEREAS the Investor is willing to provide funding under specified terms and conditions;
WHEREAS both parties desire to enter into a mutually beneficial investment arrangement;
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:
1. INVESTMENT TERMS
1.1 Investment Amount
The Investor shall provide funding in the amount of RM100,000 to the Business Owners.
1.2 Investment Date
The investment shall be made on or before upon execution of this agreement.
1.3 Return Options
The Investor may choose one of the following return options:
OPTION 1 - GUARANTEED RETURN
- Return Amount: RM115,000 (15% ROI)
- Timeline: Upon successful property refinance approval (minimum 24 months)
- Security: Fully backed by RM300,000 property asset
OPTION 2 - PROFIT SHARING
- Return: 50% of Aethir mining profits
- Duration: 5 years (February 2025 - December 2030)
- Security: Fully backed by RM300,000 property asset
1.4 Payment Method
Payment shall be made via bank transfer to the designated account:
2. SECURITY AND COLLATERAL
2.1 Property Security
The Business Owners shall provide a first charge over their property located at:
COUNTRY HEIGHTS APARTMENT, PHASE 2, BLOCK 2i-1-1, Penampang, Sabah, Malaysia (valued at RM300,000)
2.2 Security Documentation
- First charge over property equity (RM175,000)
- Property valuation report to be provided
- Legal charge documentation to be executed
3. BUSINESS USE OF FUNDS
The RM100,000 investment shall be allocated as follows:
4. INVESTOR RIGHTS AND OBLIGATIONS
4.1 Investor Rights
- Monthly performance reports on mining operations
- Access to financial statements upon request
- Regular updates on business progress
- Right to audit records related to the investment
4.2 Investor Obligations
- Provide full investment amount as agreed
- Maintain confidentiality of business information
- Not interfere with day-to-day business operations
5. BUSINESS OWNER OBLIGATIONS
5.1 Operational Responsibilities
- Manage all business operations professionally
- Provide accurate and timely performance reports
- Maintain all assets in good working condition
- Comply with all applicable laws and regulations
5.2 Reporting Requirements
- Monthly mining performance reports
- Quarterly financial summaries
- Annual comprehensive business review
- Immediate notification of significant business changes
5.3 Asset Maintenance
- Maintain property value and condition
- Ensure mining equipment operates efficiently
- Keep accurate records of all business assets
6. PROFIT SHARING ARRANGEMENT (OPTION 2)
6.1 Profit Calculation
- 50% of net mining profits from Aethir operations
- Profits calculated monthly and distributed quarterly
- Transparent reporting of all mining income and expenses
6.2 Distribution Schedule
- Quarterly distributions (March, June, September, December)
- Reports provided 15 days prior to distribution
- Payments made within 30 days of the reporting period
7. TERM AND TERMINATION
7.1 Agreement Term
This agreement shall commence on the Investment Date and continue until:
- Completion of Option 1 return (24+ months), OR
- End of Option 2 period (December 2030)
7.2 Early Termination
Either party may terminate this agreement with 90 days' written notice if:
- Material breach of contract terms
- Insolvency or bankruptcy of either party
- Mutual written agreement to terminate
7.3 Upon Death or Disability
In the event of death or permanent disability of the Business Owners, the agreement shall:
- Continue with a designated successor, OR
- Be settled according to estate laws with the property security protecting the investor
8. REPRESENTATIONS AND WARRANTIES
8.1 Business Owner Representations
- Valid business registration and good standing
- Clear title to all assets including property
- Authority to enter into this agreement
- No pending legal actions that would affect performance
8.2 Investor Representations
- Legal capacity to enter into this agreement
- Funds are legally obtained and available
- Understanding of investment risks and terms
- No representations made by the Business Owners other than those contained herein
9. CONFIDENTIALITY
Both parties agree to maintain the confidentiality of all business information, financial data, and proprietary information shared during the term of this agreement, except as required by law or with the written consent of the disclosing party.
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.1 Governing Law
This agreement shall be governed by and construed in accordance with the laws of Malaysia.
10.2 Dispute Resolution
Any disputes arising from this agreement shall be resolved through:
- Good faith negotiation between the parties
- Mediation if negotiation fails
- Arbitration under Malaysian arbitration laws if mediation fails
11. MISCELLANEOUS
11.1 Entire Agreement
This document constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements.
11.2 Amendments
Any amendments to this agreement must be in writing and signed by both parties.
11.3 Assignment
Neither party may assign their rights or obligations under this agreement without the written consent of the other party.
11.4 Force Majeure
Neither party shall be liable for failure to perform due to events beyond their reasonable control.
12. SIGNATURES
INVESTOR
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BUSINESS OWNERS
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Joseph Sudarso
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Celestine Apong
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WITNESSES
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This agreement is made in duplicate, with each party retaining one original copy.