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Private Placement Agreement
"I need a Private Placement Agreement for a Saudi Arabian technology startup raising $10 million from qualified investors, with specific provisions for foreign investment participation and Shariah compliance, to be completed by March 2025."
1. Parties: Identification of the issuer, placement agent (if any), and other key parties to the agreement
2. Background: Context of the private placement, including the nature of the securities being offered
3. Definitions: Key terms used throughout the agreement, including regulatory terminology
4. Securities Offered: Detailed description of the securities, including class, rights, and restrictions
5. Subscription Terms: Terms and conditions of the subscription, including pricing and minimum investment
6. Investor Qualifications: Requirements for eligible investors under Saudi CMA regulations
7. Subscription Process: Procedures for subscribing to the securities, including payment terms
8. Representations and Warranties: Statements of fact and guarantees from both issuer and investors
9. Covenants: Ongoing obligations of the parties
10. Closing Conditions: Conditions precedent to completing the placement
11. Transfer Restrictions: Limitations on transfer of securities and lock-up periods
12. Regulatory Compliance: Compliance with Saudi laws and CMA regulations
13. Confidentiality: Protection of confidential information
14. Termination: Circumstances and process for terminating the agreement
15. Governing Law and Jurisdiction: Saudi law as governing law and dispute resolution provisions
1. Shariah Compliance: Required if the offering is structured to be Shariah-compliant, including relevant scholar certifications
2. Foreign Investment Provisions: Required if the placement is open to foreign investors, including SAMA and CMA requirements
3. Registration Rights: Include if investors are granted rights for future registration of securities
4. Tag-Along Rights: Include if investors are granted participation rights in future sales
5. Board Representation: Include if investors are granted board nomination rights
6. Exit Provisions: Include if specific exit mechanisms are provided to investors
7. Anti-Dilution Protection: Include if investors are protected against future dilution
8. Management Rights: Include if investors are granted specific management or oversight rights
1. Schedule 1: Securities Description: Detailed specifications of the securities being offered
2. Schedule 2: Subscription Form: Standard form for investors to subscribe to the offering
3. Schedule 3: Investor Qualification Questionnaire: Form to verify investor eligibility under CMA regulations
4. Schedule 4: KYC Requirements: Required documentation for anti-money laundering compliance
5. Schedule 5: Risk Factors: Detailed description of investment risks
6. Schedule 6: Financial Statements: Relevant financial information about the issuer
7. Schedule 7: Corporate Documents: Copies of relevant corporate authorizations and registrations
8. Appendix A: CMA Disclosures: Required regulatory disclosures under Saudi law
9. Appendix B: Investment Restrictions: Detailed description of transfer and investment restrictions
Authors
Financial Services
Technology
Real Estate
Healthcare
Manufacturing
Energy
Infrastructure
Telecommunications
Education
Professional Services
Mining
Agriculture
Retail
Transportation
Islamic Finance
Legal
Finance
Compliance
Corporate Development
Investment
Treasury
Risk Management
Corporate Secretariat
Regulatory Affairs
Executive Leadership
Chief Executive Officer
Chief Financial Officer
General Counsel
Compliance Officer
Investment Manager
Corporate Development Director
Legal Director
Finance Director
Investment Banker
Private Equity Manager
Fund Manager
Risk Manager
Corporate Secretary
Financial Controller
Treasury Manager
Regulatory Affairs Director
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