Need Advice on First Investment Term Sheet. I will not promote

I’m part of a startup (KSSB), and we’re about to close our first investment round. We’ve been offered RM500k for 20% equity, but the terms are a bit complex, and I’d love to get your thoughts on whether this is a fair deal or if we should push back on certain clauses. Here’s the gist of the term sheet: 1. **Assets**: All assets (brand, IP, etc.) stay with KSSB. 2. **Receivables/Payables**: Existing shareholders (us) have to take over all receivables and payables as of the closing date. 3. **Funding**: RM500k via **5% Redeemable Cumulative Convertible Preference Shares (RCCPS)**. Funds released on a “need basis.” 4. **Equity Split**: 80:20 in favor of existing shareholders after the investment. 5. **Control**: * MCSB gets 2 nominee directors. * Joint cheque signing and approval for all expenses, hires, suppliers, etc. * MCSB has veto power over major decisions (e.g., audits, asset sales, share transfers). **My Concerns**: * The carve-out of receivables/payables could leave us cash-strapped. * The RCCPS terms (5% cumulative dividends, redeemable at their option) feel debt-like and risky for a startup. * MCSB’s level of control seems excessive, which could slow us down operationally. **Questions for the Community**: 1. Are these terms standard for a first investment round, or are they overly restrictive? 2. How would you negotiate the RCCPS terms to make them more founder-friendly? 3. Any red flags or clauses we should push back on? 4. Would you take this deal as-is, or walk away and look for better terms? This is my first time raising funds, so any advice or insights would be hugely appreciated! I will not promote