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Equity Share Agreement Startup
"I need an Equity Share Agreement Startup for my UAE-based fintech company to document a Series A investment of AED 5 million for 20% equity, with specific provisions for board representation and veto rights for the incoming venture capital investor."
1. Parties: Identification of all parties to the agreement including the Company, existing shareholders, and new investor(s)
2. Background: Context of the transaction, including company history, purpose of investment, and current shareholding structure
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Share Subscription and Purchase: Details of shares being issued/transferred, price, and payment terms
5. Completion: Conditions precedent, completion mechanics, and timing of the share transfer
6. Representations and Warranties: Statements of fact and assurances from the company and existing shareholders
7. Investor Rights: Specific rights granted to the investor including board representation, veto rights, and information rights
8. Transfer Restrictions: Limitations on share transfers including right of first refusal and tag-along rights
9. Confidentiality: Obligations regarding confidential information and announcements
10. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
11. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Anti-dilution Protection: Protection for investors against future down rounds, used when negotiated as part of investment terms
2. Drag Along Rights: Rights forcing minority shareholders to join in sale of company, included for larger investments or controlling stakes
3. Founder Commitments: Specific obligations for founders including non-compete and continued involvement, used when founders are key to business
4. Islamic Finance Compliance: Additional provisions ensuring Shariah compliance, used when required by investors or company policy
5. Employee Share Option Pool: Provisions for creating and managing an ESOP, included when company plans to implement employee share schemes
6. Intellectual Property Rights: Detailed IP provisions, particularly important for technology startups
7. Exit Rights: Specific provisions regarding IPO or trade sale, included for larger investments with clear exit expectations
1. Schedule 1: Company Information: Detailed information about the company including registration details, licenses, and current shareholding
2. Schedule 2: Subscription Details: Detailed breakdown of share subscription including share class, numbers, and price
3. Schedule 3: Warranties: Comprehensive list of warranties given by the company and existing shareholders
4. Schedule 4: Reserved Matters: List of decisions requiring investor approval
5. Schedule 5: Completion Requirements: Checklist of documents and actions required for completion
6. Schedule 6: Deed of Adherence: Template deed for future shareholders to join the agreement
7. Appendix A: Shareholders' Resolution: Board and shareholder resolutions approving the share issuance
8. Appendix B: Share Certificate Form: Template for new share certificates to be issued
Authors
Technology
E-commerce
Financial Services
Healthcare
Education Technology
Clean Energy
Digital Media
Software Development
Biotechnology
Artificial Intelligence
Retail Innovation
Transportation
Real Estate Technology
Food Technology
Manufacturing Innovation
Legal
Finance
Corporate Governance
Executive Leadership
Investment
Compliance
Corporate Secretary Office
Business Development
Risk Management
Board of Directors
CEO
Chief Financial Officer
Startup Founder
Legal Counsel
Investment Manager
Venture Capital Partner
Corporate Lawyer
Company Secretary
Business Development Director
Finance Director
Compliance Officer
Board Member
Investment Analyst
Managing Partner
Corporate Governance Officer
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