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1. Parties: Identification of the Company and the Investor(s)
2. Background: Context of the agreement, including company status and investment purpose
3. Definitions: Key terms used throughout the agreement, including technical and financial terms
4. Investment Amount: Specification of the investment amount and payment terms
5. Future Equity Right: Core terms of the future equity right, including conversion mechanics
6. Qualified Financing: Definition and terms of qualified financing events that trigger conversion
7. Conversion Mechanics: Detailed procedures for converting the investment into equity
8. Company Representations and Warranties: Standard company representations required under Malaysian law
9. Investor Representations and Warranties: Standard investor representations and acknowledgments
10. Information Rights: Investor's rights to receive company information and updates
11. Assignment and Transfer: Terms governing transfer of rights under the agreement
12. Termination: Circumstances and procedures for agreement termination
13. Governing Law and Jurisdiction: Specification of Malaysian law governance and jurisdiction
14. General Provisions: Standard boilerplate provisions including notices, amendments, and severability
1. Most Favored Nation: Optional provision ensuring investor receives best terms offered to other investors, used when multiple funding rounds are anticipated
2. Pro-rata Rights: Right to participate in future funding rounds, included for strategic investors
3. Board Observer Rights: Rights to attend board meetings, included for larger investments
4. Foreign Investment Provisions: Additional provisions required when involving foreign investors
5. Confidentiality: Detailed confidentiality provisions if not covered in separate agreement
6. Intellectual Property Rights: Additional IP provisions if relevant to the investment
7. Tag-Along Rights: Optional protection for investors in case of founder share sales
1. Schedule 1: Company Information: Details of company registration, share capital, and existing shareholders
2. Schedule 2: Investment Terms Summary: Key commercial terms including investment amount, valuation cap, and discount
3. Schedule 3: Conversion Calculations: Detailed examples and formulas for conversion calculations
4. Schedule 4: Required Corporate Actions: List of corporate actions needed to implement the agreement
5. Appendix A: Form of Conversion Notice: Template notice for exercising conversion rights
6. Appendix B: Capitalization Table: Current and projected cap table showing impact of conversion
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