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1. Parties: Identification of all parties to the agreement including the Company, Founders, and Investors
2. Background: Context of the investment, company status, and purpose of the agreement
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Investment Terms: Details of the investment amount, valuation, and number of shares being issued
5. Completion Mechanics: Steps for completing the investment, including conditions precedent and timing
6. Warranties and Representations: Standard warranties from the Company and Founders regarding the business
7. Share Rights and Restrictions: Rights attached to shares and any restrictions on transfer or encumbrance
8. Corporate Governance: Board composition, voting rights, and management provisions
9. Reserved Matters: Decisions requiring special approval from investors or shareholders
10. Pre-emptive Rights: Rights of existing shareholders to participate in future funding rounds
11. Tag-Along and Drag-Along Rights: Rights of shareholders in case of sale or transfer of shares
12. Exit Provisions: Provisions regarding IPO, trade sale, or other exit events
13. Confidentiality: Obligations regarding confidential information
14. Term and Termination: Duration of the agreement and circumstances for termination
15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Anti-Dilution Protection: Protection for investors against future down rounds, optional based on negotiation
2. Founder Vesting: Vesting schedule for founder shares, used when founders need incentivization to stay
3. Employee Share Option Pool: Creation and terms of an ESOP, if planned
4. Strategic Rights: Special rights for strategic investors, such as first refusal on commercial contracts
5. UAE Local Partner Provisions: Required if the company is not in a free zone and needs a local partner
6. Islamic Finance Compliance: Additional provisions to ensure Shariah compliance if required
7. Intellectual Property Assignment: Specific IP transfer provisions if required for the investment
8. Non-Compete and Non-Solicitation: Restrictions on competitive activities, if needed
1. Cap Table: Current and post-investment shareholding structure
2. Company Information: Details of company registration, licenses, and corporate structure
3. Warranties: Detailed warranties given by the Company and Founders
4. Reserved Matters List: Comprehensive list of matters requiring special approval
5. Completion Requirements: Detailed list of conditions precedent and completion deliverables
6. Key Terms Summary: Summary of key commercial terms of the investment
7. Board Regulations: Detailed procedures for board meetings and governance
8. Form of Deed of Adherence: Template for new shareholders joining the agreement
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