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Convertible Agreement Regarding Equity
"I need a Convertible Agreement Regarding Equity for my Malaysian technology startup to secure a RM500,000 investment from a single angel investor, with conversion triggered at our next funding round or by March 2025."
1. Parties: Identification of the Company and the Investor(s)
2. Background: Recitals explaining the context of the investment and the company's business
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Investment Amount and Terms: Details of the investment amount, payment terms, and conditions precedent
5. Conversion Rights: Mechanisms and conditions for converting the investment into equity
6. Conversion Price and Valuation: Formula for determining conversion price and company valuation
7. Conversion Triggers: Events that trigger automatic or optional conversion rights
8. Company Representations and Warranties: Company's statements about its business, financial condition, and legal status
9. Investor Representations and Warranties: Investor's statements about their investment capacity and eligibility
10. Information Rights: Investor's rights to receive company information and financial reports
11. Company Covenants: Company's ongoing obligations and restrictions
12. Events of Default: Circumstances constituting default and consequences
13. Termination: Conditions and process for terminating the agreement
14. Notices: Process for formal communications between parties
15. General Provisions: Boilerplate clauses including governing law, assignment, and amendments
1. Most Favored Nation: Ensures investor receives best terms offered to future investors, used when multiple investment rounds are anticipated
2. Pro-rata Rights: Gives investor right to participate in future funding rounds, included for sophisticated investors
3. Board Observer Rights: Grants investor right to attend board meetings, typically for larger investments
4. Drag-along Rights: Forces minority shareholders to join in company sale, used in larger deals
5. Tag-along Rights: Allows investors to join in sale of majority shares, used for investor protection
6. Anti-dilution Protection: Protects investor from dilution in down rounds, common in sophisticated deals
7. Confidentiality: Detailed confidentiality obligations, used when not covered in separate NDA
8. Foreign Investment Provisions: Additional clauses for compliance with Malaysian foreign investment laws, used with foreign investors
1. Schedule 1: Company Information: Detailed company information including corporate structure and capitalization
2. Schedule 2: Subscription Details: Detailed breakdown of investment amount, payment terms, and banking details
3. Schedule 3: Conversion Mechanics: Detailed formulae and examples of conversion calculations
4. Schedule 4: Key Performance Indicators: Specific metrics that may trigger conversion or affect valuation
5. Schedule 5: Form of Conversion Notice: Template for exercising conversion rights
6. Schedule 6: Pre-Conversion Capitalization: Current cap table and ownership structure
7. Schedule 7: Post-Conversion Capitalization: Projected cap table after conversion under various scenarios
8. Appendix A: Compliance Certificates: Required regulatory and compliance certificates
9. Appendix B: Corporate Authorizations: Board and shareholder resolutions approving the agreement
Authors
Technology
Fintech
E-commerce
Software Development
Biotechnology
Clean Energy
Digital Healthcare
Manufacturing
Consumer Products
Educational Technology
Artificial Intelligence
Internet of Things
Software as a Service
Mobile Applications
Green Technology
Legal
Finance
Corporate Development
Investment
Compliance
Executive Leadership
Treasury
Company Secretarial
Risk Management
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Manager
Venture Capital Partner
Angel Investor
Corporate Lawyer
Investment Banker
Company Secretary
Financial Controller
Business Development Director
Startup Founder
Managing Director
Finance Director
Legal Counsel
Compliance Officer
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