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1. Parties: Identification of the Lender and Borrower, including full legal names and addresses
2. Background: Context of the agreement, including the purpose of the loan and intention for potential conversion
3. Definitions and Interpretation: Key terms used in the agreement, including Conversion Price, Conversion Rights, Maturity Date, and other relevant definitions
4. Loan Amount and Purpose: Specification of the loan amount, currency, and permitted use of funds
5. Interest: Interest rate, calculation method, and payment terms in compliance with UAE regulations
6. Drawdown: Conditions precedent and mechanics for disbursement of the loan
7. Repayment: Terms and schedule for repayment of the loan, including early repayment provisions
8. Conversion Rights: Terms and mechanics for converting the loan into equity, including timing and conversion price calculation
9. Representations and Warranties: Standard declarations by both parties regarding their capacity and authority
10. Events of Default: Circumstances constituting default and consequences thereof
11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
1. Security: Include if the loan is to be secured by any assets or guarantees
2. Information Rights: Include for providing lender with rights to company financial information and reports
3. Anti-dilution Protection: Include to protect conversion rights from dilution through corporate actions
4. Board Observer Rights: Include if lender is to have right to appoint board observer
5. Shariah Compliance Declaration: Include if parties wish to declare intention of Shariah compliance
6. Mandatory Conversion: Include if automatic conversion is required upon certain triggers
7. Change of Control: Include if loan is to be affected by change in company ownership
1. Schedule 1 - Form of Drawdown Notice: Template for borrower to request loan disbursement
2. Schedule 2 - Conversion Notice: Template for exercising conversion rights
3. Schedule 3 - Conditions Precedent: List of required documents and conditions before loan effectiveness
4. Schedule 4 - Company Information: Details of company's share capital and corporate structure
5. Appendix A - Calculation of Conversion Price: Detailed methodology for calculating conversion price
6. Appendix B - Form of Shareholders' Resolution: Template for shareholder approval of conversion
Borrower
Business Day
Change of Control
Company
Completion
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Conversion Shares
Default Interest Rate
Drawdown
Drawdown Date
Drawdown Notice
Event of Default
Final Repayment Date
Financial Year
Governing Law
Interest Payment Date
Interest Period
Interest Rate
Lender
Loan
Loan Amount
Material Adverse Effect
Maturity Date
Qualifying Financing
Qualifying Financing Round
Repayment Date
Security
Shareholders
Shares
Subscription Price
UAE
UAE Dirham
Valuation
Valuation Cap
Warranties
Loan Facility
Purpose
Drawdown
Interest
Repayment
Conversion Rights
Security
Representations and Warranties
Covenants
Information Rights
Events of Default
Acceleration
Anti-dilution
Assignment
Confidentiality
Notices
Costs and Expenses
Amendments
Severability
Waiver
Entire Agreement
Counterparts
Third Party Rights
Force Majeure
Dispute Resolution
Governing Law
Jurisdiction
Technology
E-commerce
Financial Services
Healthcare
Education Technology
Real Estate
Manufacturing
Renewable Energy
Professional Services
Media and Entertainment
Retail
Logistics and Transportation
Legal
Finance
Compliance
Corporate Development
Investment
Risk Management
Executive Leadership
Company Secretariat
Treasury
Business Development
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Investment Manager
Company Secretary
Finance Director
Venture Capital Associate
Investment Analyst
Corporate Lawyer
Compliance Officer
Business Development Manager
Startup Founder
Managing Director
Board Member
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