The Venture Capital Shareholders Agreement is a crucial document used when a venture capital firm invests in a UAE-based company, whether established in mainland UAE or in one of its free zones. This agreement becomes necessary during Series A, B, or later funding rounds, where significant capital is being invested in exchange for equity. The document must comply with UAE Federal Law No. 32 of 2021 (Companies Law) and other relevant regulations, including specific free zone requirements where applicable. It comprehensively covers investment terms, shareholder rights, corporate governance, share transfer restrictions, exit mechanisms, and protective provisions for investors. The agreement typically follows the investment term sheet and is accompanied by various corporate authorizations and amendments to the company's constitutional documents. For UAE companies, special consideration is given to foreign ownership restrictions, local sponsor requirements (if applicable), and Shariah compliance (when required).
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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
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