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Private Placement Agent Agreement
"I need a Private Placement Agent Agreement for our UAE-based technology company appointing a Dubai-based financial institution to raise Series B funding, with specific provisions for digital assets and cross-border investments, to be effective from March 2025."
1. Parties: Identification of the Principal/Company and the Placement Agent, including full legal names and registration details
2. Background: Recitals explaining the context, the Principal's intention to raise capital, and the Agent's qualifications
3. Definitions and Interpretation: Key terms used in the agreement, including regulatory terms as per UAE legislation
4. Appointment and Scope: Formal appointment of the agent and detailed scope of services
5. Agent's Authority: Extent and limitations of the agent's authority to act on behalf of the Principal
6. Regulatory Compliance: Obligations to comply with UAE securities laws and SCA regulations
7. Services and Obligations: Detailed description of services to be provided by the Agent
8. Principal's Obligations: Responsibilities and obligations of the Principal, including information provision
9. Fees and Expenses: Compensation structure, payment terms, and reimbursable expenses
10. Representations and Warranties: Standard and specific warranties from both parties
11. Confidentiality: Confidentiality obligations and data protection requirements
12. Term and Termination: Duration of the agreement and termination provisions
13. Liability and Indemnification: Liability limitations and mutual indemnification provisions
14. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Cross-Border Provisions: Required when the placement involves multiple jurisdictions or international investors
2. Shariah Compliance: Needed when the placement involves Islamic financial products
3. Sub-Agents: Include when the Agent may need to appoint sub-agents
4. Force Majeure: Detailed force majeure provisions beyond standard clauses
5. Non-Competition: Restrictions on Agent's activities with competitors
6. Marketing Materials: Specific provisions regarding preparation and approval of marketing materials
7. Digital Services: When digital platforms or online services are used for placement
8. Data Protection: Enhanced data protection provisions when dealing with sensitive investor data
1. Schedule 1 - Services Description: Detailed scope of services and deliverables
2. Schedule 2 - Fee Structure: Detailed breakdown of fees, commissions, and payment terms
3. Schedule 3 - Target Investors: Description of qualified investor categories and target markets
4. Schedule 4 - Compliance Requirements: Specific UAE regulatory requirements and compliance procedures
5. Schedule 5 - Required Disclosures: Mandatory disclosures and disclaimers as per UAE regulations
6. Schedule 6 - Marketing Guidelines: Guidelines for marketing materials and promotional activities
7. Schedule 7 - Due Diligence Requirements: Required due diligence procedures and documentation
8. Appendix A - Power of Attorney: If required, specific powers granted to the Agent
9. Appendix B - Form Documents: Standard forms for investor communications and reporting
Authors
Financial Services
Investment Banking
Private Equity
Real Estate Development
Technology
Healthcare
Infrastructure
Energy
Manufacturing
Professional Services
Islamic Finance
Telecommunications
Education
Hospitality
Legal
Compliance
Corporate Finance
Investment Banking
Risk Management
Business Development
Corporate Secretariat
Treasury
Investment Relations
Financial Control
Islamic Finance
Capital Markets
Chief Executive Officer
Chief Financial Officer
General Counsel
Compliance Officer
Investment Banking Director
Private Placement Manager
Corporate Finance Director
Legal Director
Business Development Manager
Risk Manager
Corporate Secretary
Investment Relations Officer
Fund Manager
Managing Director
Financial Controller
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