The Venture Capital Agreement serves as the primary legal framework for investment transactions between venture capital firms and target companies in Malta. This document is essential when a company seeks growth capital and is willing to offer equity in exchange for investment. It comprehensively addresses key aspects including investment terms, valuation, governance rights, share classes, and exit mechanisms, while ensuring compliance with Maltese company law and EU regulations. The agreement typically comes into play during Series A or later funding rounds, when professional investors are taking significant stakes in high-growth companies. It must account for Malta's specific regulatory requirements, including those set by the Malta Financial Services Authority (MFSA) and relevant EU directives affecting venture capital operations.
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1. Parties: Identification of the venture capital investor(s), the company, and existing shareholders
2. Background: Context of the investment, company's business, and purpose of the agreement
3. Definitions: Detailed definitions of terms used throughout the agreement
4. Investment Terms: Details of the investment amount, valuation, and share class specifications
5. Conditions Precedent: Conditions that must be satisfied before the investment is made
6. Completion: Steps to be taken at closing and timing of the investment
7. Warranties and Representations: Standard and specific warranties given by the company and founders
8. Investor Rights: Voting rights, board representation, information rights, and other control provisions
9. Transfer Restrictions: Limitations on share transfers and pre-emptive rights
10. Tag-Along and Drag-Along Rights: Co-sale rights and forced sale provisions
11. Anti-Dilution Protection: Provisions protecting investor's shareholding percentage
12. Confidentiality: Obligations regarding confidential information
13. Term and Termination: Duration of the agreement and termination provisions
14. Governing Law and Jurisdiction: Specification of Maltese law and jurisdiction
1. Founder Commitments: Used when specific obligations or restrictions are placed on founders, including non-compete and full-time commitment requirements
2. Future Funding Rounds: Include when there are pre-agreed terms for future investment rounds or rights of first refusal
3. Employee Share Option Pool: Required when establishing or maintaining an ESOP as part of the investment
4. Strategic Collaboration: Include when the investor will provide specific strategic support beyond capital
5. Environmental and Social Governance: Used when ESG requirements are part of the investment conditions
6. Data Protection Compliance: Detailed section needed when significant personal data processing is involved
7. Foreign Investment Provisions: Required when investors are from outside Malta/EU and specific regulations apply
1. Schedule 1: Cap Table: Pre and post-investment shareholding structure
2. Schedule 2: Warranties: Detailed list of warranties given by the company and founders
3. Schedule 3: Company Information: Details of company registration, directors, key contracts, and intellectual property
4. Schedule 4: Business Plan: Company's business plan and financial projections
5. Schedule 5: Completion Requirements: Detailed list of documents and actions required for completion
6. Schedule 6: Reserved Matters: List of decisions requiring investor approval
7. Schedule 7: Management Accounts: Latest financial statements and management accounts
8. Appendix A: Form of Deed of Adherence: Template for new shareholders to join the agreement
9. Appendix B: Board Composition: Details of board structure and appointment rights
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