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Convertible Equity Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Convertible Equity Agreement

"I need a Convertible Equity Agreement for a UAE mainland company receiving a $500,000 investment from a foreign investor, with a valuation cap of $5 million and conversion triggered by a Series A round expected in March 2025."

Document background
The Convertible Equity Agreement is widely used in the UAE startup ecosystem as a bridge financing tool, particularly in situations where determining an immediate company valuation is complex or premature. This document provides a framework for investors to make an initial investment that can later convert into equity shares upon specified trigger events such as a qualified financing round, exit event, or maturity date. The agreement must comply with UAE Federal Law No. 32 of 2021 (Companies Law), relevant free zone regulations if applicable, and other pertinent legislation including foreign ownership restrictions. It typically includes detailed provisions on conversion mechanics, valuation caps, discount rates, investor rights, and corporate governance matters, all structured within the UAE legal framework. The document is particularly relevant for early-stage companies seeking growth capital while deferring complex valuation discussions.
Suggested Sections

1. Parties: Identification of the Company, Investor(s), and any other relevant parties to the agreement

2. Background: Context of the investment, company status, and purpose of the agreement

3. Definitions: Key terms used throughout the agreement, including financial and technical terms

4. Investment Amount: Details of the investment sum and payment terms

5. Conversion Rights: Terms and conditions for converting the investment into equity, including trigger events

6. Conversion Price: Formula or mechanism for determining the price at which the investment converts to equity

7. Company Representations and Warranties: Company's confirmations regarding its legal status, authority, and business condition

8. Investor Representations and Warranties: Investor's confirmations regarding authority, investment intent, and compliance with laws

9. Pre-emptive Rights: Rights of the investor regarding future funding rounds

10. Information Rights: Investor's rights to receive company information and financial reports

11. Transfer Restrictions: Limitations on transfer of rights under the agreement

12. Confidentiality: Obligations regarding confidential information

13. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes

14. Notices: Process for formal communications between parties

15. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability

Optional Sections

1. Shariah Compliance: Required if the agreement needs to be Shariah-compliant, including relevant structuring and compliance provisions

2. Free Zone Provisions: Required if the company is located in a UAE free zone, addressing specific free zone requirements

3. Tag-Along Rights: Optional protection allowing investor to join in sale of company shares

4. Anti-dilution Protection: Optional protection against dilution in future funding rounds

5. Board Observer Rights: Optional rights for investor to attend board meetings

6. Most Favored Nation Provision: Optional clause ensuring investor gets best terms offered to other investors

7. Foreign Ownership Compliance: Required if the investor is foreign, addressing UAE foreign ownership restrictions

Suggested Schedules

1. Schedule 1: Company Information: Details of company registration, shareholders, and capital structure

2. Schedule 2: Investment Details: Detailed terms of the investment including amount, valuation cap, and discount

3. Schedule 3: Conversion Mechanics: Detailed procedures and calculations for conversion

4. Schedule 4: Pre-conversion Reorganization: Steps required before conversion if necessary

5. Schedule 5: Deed of Adherence: Form for new investors to join the agreement

6. Schedule 6: Capitalization Table: Current and post-conversion shareholding structure

7. Appendix A: Share Rights: Rights attached to shares post-conversion

8. Appendix B: Required Corporate Approvals: List of necessary corporate and regulatory approvals

Authors

Alex Denne

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

Relevant legal definitions

















































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Relevant Industries

Technology

E-commerce

Financial Services

Healthcare

Education Technology

Renewable Energy

Real Estate Technology

Logistics

Digital Media

Artificial Intelligence

Blockchain

Biotechnology

Software Development

Consumer Services

Manufacturing

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Investment

Compliance

Corporate Secretariat

Business Development

Risk Management

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Venture Capital Partner

Corporate Lawyer

Investment Manager

Company Secretary

Financial Controller

Business Development Director

Startup Founder

Managing Partner

General Counsel

Corporate Development Manager

Board Member

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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