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The Equity Pledge Agreement is commonly used in UAE financing transactions, corporate restructurings, and security arrangements where shares in a UAE company serve as collateral. The document creates a security interest over shares while complying with UAE Federal Law No. 32 of 2021 and related regulations. It is particularly relevant in acquisition financing, secured lending transactions, and corporate guarantees. The agreement must address specific UAE law requirements for share pledges, including registration with the Ministry of Economy or relevant free zone authority, annotation in the company's share register, and permissible enforcement mechanisms. The document typically includes detailed provisions on pledge creation, perfection, maintenance, voting rights, dividends, and enforcement procedures that align with UAE legal requirements.

1. Parties: Identification of the Pledgor (shareholder), Pledgee (beneficiary), and the Company whose shares are being pledged

2. Background: Context of the pledge arrangement, reference to any underlying obligations being secured

3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and currency conventions

4. Creation of Pledge: Express creation of the pledge over the shares, including pledge percentage and number of shares

5. Perfection Requirements: Steps required to perfect the pledge including registration with relevant authorities and annotation in company records

6. Representations and Warranties: Pledgor's representations regarding ownership, authority, and absence of encumbrances

7. Covenants: Ongoing obligations of the Pledgor regarding the pledged shares, including restrictions on disposal

8. Rights to Dividends and Voting: Provisions regarding who can receive dividends and exercise voting rights during the pledge period

9. Events of Default: Circumstances constituting default under the agreement

10. Enforcement: Rights and procedures for enforcing the pledge in accordance with UAE law

11. Power of Attorney: Appointment of Pledgee as attorney for specific enforcement actions

12. Costs and Expenses: Allocation of costs related to the pledge creation, maintenance, and enforcement

13. Notices: Process and details for serving notices between parties

14. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes