Continuous Agreement For Future Equity Template for Malaysia

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Key Requirements PROMPT example:

Continuous Agreement For Future Equity

"I need a Continuous Agreement For Future Equity for my Malaysian technology startup to secure a USD 500,000 investment from a Singapore-based venture capital firm, with a valuation cap of USD 5 million and standard Malaysian law compliance requirements."

Document background
The Continuous Agreement for Future Equity (CAFE) has emerged as a popular investment instrument in Malaysia's growing startup ecosystem, offering a streamlined alternative to traditional convertible notes. This agreement type is particularly suitable for early-stage funding rounds where immediate equity pricing may be challenging or impractical. Under Malaysian law, specifically the Companies Act 2016 and relevant securities regulations, the CAFE provides a framework for investors to make immediate cash investments while deferring equity pricing and issuance until a future financing event. The document typically includes provisions for valuation caps, discount rates, conversion mechanisms, and investor rights, while ensuring compliance with Malaysian corporate law and securities regulations. It's especially valuable for startups seeking quick access to capital without the complexity and expense of establishing a current company valuation.
Suggested Sections

1. Parties: Identification of the Company and the Investor(s)

2. Background: Context of the agreement and general intention of the parties

3. Definitions: Key terms used throughout the agreement, including technical and financial terms

4. Purchase and Sale: Terms of the initial investment and purchase price

5. Conversion Rights: Mechanisms and conditions for converting the investment into equity

6. Company Representations: Company's warranties about its legal status, authority, and business condition

7. Investor Representations: Investor's warranties about investment capacity and compliance

8. Information Rights: Investor's rights to receive company information and financial reports

9. Participation Right: Right to participate in future equity financing rounds

10. Company Covenants: Ongoing obligations of the company during the term of the agreement

11. Events of Default: Circumstances constituting default and consequences

12. General Provisions: Standard clauses including governing law, notices, and amendment procedures

Optional Sections

1. Board Observer Rights: Grants investor right to attend board meetings - used for larger investments

2. Most Favored Nation: Ensures investor gets best terms offered to future CAFE investors - used when negotiating with early investors

3. Foreign Investment Provisions: Additional provisions required for foreign investors under Malaysian law

4. Drag Along Rights: Forces minority shareholders to join in sale of company - used for larger investments

5. Tag Along Rights: Allows minority investors to join in sale of majority stake - used for investor protection

6. Anti-dilution Protection: Protects investor from dilution in down rounds - used for sophisticated investors

Suggested Schedules

1. Schedule 1: Investment Amount and Conversion Terms: Details of investment amount, valuation cap, discount rate, and conversion mechanics

2. Schedule 2: Company Information: Key corporate details including share capital, directors, and existing shareholders

3. Schedule 3: Form of Conversion Notice: Template for investor to exercise conversion rights

4. Schedule 4: Compliance Certificates: Required certificates and forms under Malaysian law

5. Schedule 5: Pre-emption Rights Procedures: Detailed procedures for exercising pre-emption rights in future rounds

6. Appendix A: Capitalization Table: Current and projected capital structure of the company

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Financial Services

E-commerce

Healthcare Technology

Biotechnology

Software Development

Digital Services

Renewable Energy

Consumer Technology

Industrial Technology

Fintech

Artificial Intelligence

Internet of Things

Clean Technology

Digital Healthcare

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Executive Leadership

Corporate Secretary

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Investment Manager

Venture Capital Associate

Corporate Lawyer

Investment Director

Startup Founder

Company Secretary

Business Development Director

Angel Investor

Finance Director

Compliance Officer

Corporate Development Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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