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Venture Capital Shareholders Agreement
"I need a Venture Capital Shareholders Agreement for a UAE mainland tech startup receiving a Series A investment of AED 10 million, with specific provisions for founder vesting and a 10% ESOP pool to be implemented by March 2025."
1. Parties: Identification of all shareholders, the company, and any other relevant parties to the agreement
2. Background: Context of the investment, company history, and purpose of the agreement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation
4. Investment Terms: Details of the investment amount, valuation, and share class rights
5. Completion Mechanics: Steps for completing the investment, including conditions precedent and timing
6. Directors and Management: Board composition, appointment rights, and management structure
7. Reserved Matters: Decisions requiring special majority or investor consent
8. Share Transfer Restrictions: Limitations on transfer of shares and process for permitted transfers
9. Pre-emption Rights: Rights of existing shareholders to purchase new shares before third parties
10. Tag-Along and Drag-Along Rights: Rights of shareholders to join in or force a sale
11. Anti-dilution Protection: Provisions protecting investors from dilution in down rounds
12. Information Rights: Investors' rights to receive financial and operational information
13. Exit Provisions: Mechanisms for company sale, IPO, or other exit events
14. Confidentiality: Obligations regarding confidential information
15. Term and Termination: Duration of the agreement and termination circumstances
16. Governing Law and Dispute Resolution: Choice of UAE law and dispute resolution mechanisms
1. Founder Commitments: Specific obligations for founders including non-compete and full-time commitment, used when founders remain operational
2. ESOP: Employee share option pool provisions, included when company plans to implement employee equity incentives
3. Intellectual Property Rights: Detailed IP ownership and protection provisions, crucial for technology companies
4. Shariah Compliance: Additional provisions ensuring compliance with Islamic law, used when required by investors or jurisdiction
5. Free Zone Specific Provisions: Additional terms required for companies operating in UAE free zones
6. Strategic Investor Rights: Special rights for strategic investors, included when strategic rather than purely financial investors are involved
7. Joint Venture Provisions: Specific terms for joint venture arrangements, when applicable
8. Dividend Policy: Detailed dividend distribution rules, included when specific dividend policies are agreed
9. Dead Lock Resolution: Mechanisms for resolving board or shareholder deadlocks, important for 50/50 joint ventures
1. Schedule 1: Capital Structure: Detailed breakdown of shareholding pre and post-investment
2. Schedule 2: Completion Obligations: List of documents and actions required for completion
3. Schedule 3: Reserved Matters: Comprehensive list of matters requiring special approval
4. Schedule 4: Warranties: Detailed warranties given by the company and founders
5. Schedule 5: Business Plan: Agreed business plan and financial projections
6. Schedule 6: Key Performance Indicators: Specific KPIs for monitoring company performance
7. Schedule 7: Form of Deed of Adherence: Template for new shareholders joining the agreement
8. Schedule 8: Company Information: Detailed company information including corporate documents
9. Appendix A: Articles of Association: New Articles of Association to be adopted
10. Appendix B: Board Regulations: Detailed procedures for board operations and meetings
Authors
Technology and Software
E-commerce
Financial Technology
Healthcare and Biotech
Renewable Energy
Education Technology
Artificial Intelligence
Digital Media
Logistics and Supply Chain
Consumer Services
Real Estate Technology
Manufacturing and Industrial
Food and Agriculture Technology
Retail Technology
Clean Technology
Legal
Corporate Finance
Investment
Compliance
Board of Directors
Executive Leadership
Corporate Governance
Corporate Development
Finance
Risk Management
Strategy
Operations
Company Secretariat
Mergers and Acquisitions
Portfolio Management
Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Director
Corporate Lawyer
Investment Manager
Managing Partner
Board Director
Company Secretary
Compliance Officer
Chief Operating Officer
Investment Analyst
Legal Counsel
Portfolio Manager
Chief Investment Officer
Founder
Co-founder
Corporate Development Director
Head of Legal
Head of Investments
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