Investment Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Investment Agreement

"I need an Investment Agreement for a Series A funding round where a Dubai-based technology startup is receiving AED 5 million from a venture capital firm in March 2025, with the investor requiring board representation and veto rights on major decisions."

Document background
The Investment Agreement is a crucial document used in the United Arab Emirates for structuring and documenting investment transactions. It is essential for both local and foreign investments, particularly following the UAE's reforms allowing increased foreign ownership in mainland companies. This agreement typically includes detailed provisions on investment amount, shareholding structure, investor protections, governance rights, and exit mechanisms, all aligned with UAE commercial laws and regulations. It's commonly used for venture capital investments, private equity transactions, strategic corporate investments, and joint ventures, requiring careful consideration of UAE company law, foreign investment regulations, and sector-specific requirements. The agreement must comply with both federal UAE laws and specific emirate or free zone regulations where applicable.
Suggested Sections

1. Parties: Identification of the investor(s) and investee company/parties receiving investment

2. Background: Context of the investment, brief description of the business, and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement

4. Investment Terms: Details of the investment amount, payment terms, and conditions precedent

5. Subscription Details: Specifics of shares/securities being issued, valuation, and ownership structure

6. Representations and Warranties: Statements of fact and assurances from all parties

7. Investor Rights: Key rights of investors including board representation, veto rights, and information rights

8. Transfer Restrictions: Limitations on share transfers and change of ownership

9. Corporate Governance: Management structure, board composition, and decision-making processes

10. Covenants: Ongoing obligations of the parties

11. Confidentiality: Protection of confidential information and trade secrets

12. Term and Termination: Duration of the agreement and termination provisions

13. Dispute Resolution: Mechanism for resolving disputes, typically including UAE court jurisdiction or arbitration

14. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Anti-dilution Rights: Protection against dilution of investor's shareholding - included for venture capital or minority investments

2. Tag-Along Rights: Right to join in sale of shares by other shareholders - important for minority investor protection

3. Drag-Along Rights: Right to force minority shareholders to join in sale - included when majority shareholders want exit flexibility

4. Intellectual Property Rights: Specific IP provisions - included when IP is a crucial asset of the business

5. Employee Matters: Employment-related provisions - included when key employees are critical to the investment

6. Islamic Finance Provisions: Shariah compliance clauses - included when the investment needs to be Shariah-compliant

7. Free Zone Specific Provisions: Special provisions for free zone companies - included when investment is in a UAE free zone

8. Strategic Investment Rights: Special rights for strategic investors - included for industry-specific strategic investments

Suggested Schedules

1. Capitalization Table: Current and post-investment shareholding structure

2. Business Plan: Detailed business plan and financial projections

3. Conditions Precedent: List of conditions to be satisfied before investment completion

4. Reserved Matters: List of decisions requiring investor approval

5. Warranties: Detailed warranties given by the company and existing shareholders

6. Key Performance Indicators: Specific performance metrics and targets

7. Form of Board Resolution: Template for board approval of the investment

8. Form of Shareholders Resolution: Template for shareholder approval of the investment

9. Disclosure Letter: Exceptions and qualifications to the warranties

10. Corporate Documents: Copies of key corporate documents and licenses

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Real Estate

Healthcare

Manufacturing

Retail

Financial Services

Energy

Infrastructure

E-commerce

Education

Hospitality

Transportation

Professional Services

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Risk Management

Board of Directors

Executive Management

Corporate Governance

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Corporate Lawyer

Investment Manager

Compliance Officer

Company Director

Board Member

General Counsel

Finance Director

Managing Partner

Investment Analyst

Due Diligence Officer

Corporate Secretary

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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