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Startup Investment Agreement

Startup Investment Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Startup Investment Agreement

"I need a Startup Investment Agreement for a UAE-based fintech company receiving a Series A investment of AED 5 million from a venture capital firm, with completion planned for March 2025, including specific provisions for technology transfer and data protection compliance."

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Document background
The Startup Investment Agreement serves as the primary legal instrument for documenting equity investments in startup companies operating within the UAE jurisdiction. This document has gained significant importance following recent UAE legislative reforms that have enhanced the startup ecosystem and foreign investment framework. The agreement is specifically designed to protect both investor and startup interests while ensuring compliance with UAE corporate law, including Federal Law No. 2 of 2015 (as amended) and relevant free zone regulations. It becomes necessary when a startup seeks external investment and needs to formalize the terms of capital injection, share allocation, investor rights, and governance structure. The document typically includes detailed provisions on valuation, anti-dilution protection, board representation, and exit rights, while incorporating UAE-specific requirements regarding foreign ownership, corporate governance, and regulatory compliance.
Suggested Sections

1. Parties: Identification of the investor(s), the company, existing shareholders, and any other relevant parties with their full legal details as per UAE requirements

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

3. Definitions: Comprehensive definitions of terms used throughout the agreement, including UAE-specific legal terminology

4. Investment Terms: Details of the investment amount, valuation, and number/class of shares being issued

5. Completion Mechanics: Process and conditions for completing the investment, including required UAE regulatory approvals

6. Warranties and Representations: Standard and UAE-specific warranties from the company and founders

7. Corporate Governance: Board composition, voting rights, and management structure compliant with UAE corporate law

8. Shareholder Rights: Voting rights, dividend rights, and other shareholder privileges

9. Transfer Restrictions: Limitations on share transfers and exit provisions in accordance with UAE regulations

10. Anti-dilution and Future Rounds: Protection mechanisms for investor's equity percentage in future funding rounds

11. Confidentiality: Provisions for protecting confidential information and trade secrets

12. Termination: Circumstances and procedures for terminating the agreement

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

Optional Sections

1. Tag-Along Rights: Include when protecting minority shareholders' right to join in sale of majority stakes

2. Drag-Along Rights: Include when majority shareholders need power to force minority shareholders to join in a sale

3. Founder Vesting: Include when founders' shares need to be subject to vesting schedule

4. Technology Transfer: Include for tech startups where IP transfer is part of the investment

5. Free Zone Specific Provisions: Include when company is or will be operating in UAE free zones

6. Shariah Compliance: Include when investment needs to comply with Islamic finance principles

7. Employee Stock Option Pool: Include when establishing or maintaining an ESOP

8. Strategic Investor Rights: Include for strategic investors requiring specific commercial rights or partnerships

Suggested Schedules

1. Cap Table: Pre and post-investment shareholding structure

2. Company Information: Detailed corporate information including licenses, permits, and registrations

3. Warranties: Detailed warranties given by the company and founders

4. Business Plan: Company's business plan and financial projections

5. Key Performance Indicators: Specific metrics and targets tied to the investment

6. Intellectual Property: List of company's IP assets and rights

7. Material Contracts: Summary of key commercial contracts and arrangements

8. Completion Requirements: Detailed checklist of conditions precedent and completion deliverables

9. Board Resolutions: Pro-forma board resolutions required for completion

10. Articles of Association: New or amended Articles reflecting investment terms

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Articles of Association
Board
Business Day
Business Plan
Commercial License
Company
Completion
Completion Date
Confidential Information
Constitutional Documents
Deed of Adherence
Director
Encumbrance
Exit Event
Financial Year
Founders
Group
Investment Amount
Investor
Investor Director
Investor Shares
Material Adverse Change
Ordinary Shares
Parties
Preference Shares
Pre-Money Valuation
Post-Money Valuation
Reserved Matters
Shareholders
Shareholders Agreement
Share Capital
Subscription Price
Subsidiary
Trade License
Transaction Documents
Transfer
UAE
Warranties
Working Day
Clauses
Interpretation
Investment Terms
Share Subscription
Completion Conditions
Warranties and Representations
Corporate Governance
Board Composition
Reserved Matters
Information Rights
Pre-emptive Rights
Share Transfer Restrictions
Tag-Along Rights
Drag-Along Rights
Anti-dilution Protection
Founder Commitments
Non-competition
Confidentiality
Intellectual Property
Further Funding
Exit Rights
Default
Termination
Assignment
Notices
Costs
Entire Agreement
Severability
Variations
Waiver
Force Majeure
Governing Law
Dispute Resolution
Relevant Industries

Technology

E-commerce

FinTech

Healthcare Technology

Artificial Intelligence

Renewable Energy

Digital Media

Education Technology

Logistics and Transportation

Food and Beverage Tech

Real Estate Technology

Biotechnology

Cybersecurity

Internet of Things

Smart City Solutions

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Board of Directors

Executive Leadership

Corporate Secretariat

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Investment Manager

Venture Capital Associate

Corporate Lawyer

Startup Founder

Managing Director

Investment Director

Company Secretary

Legal Counsel

Business Development Director

Finance Director

Compliance Officer

Board Member

Industries
UAE Federal Commercial Companies Law (Federal Law No. 2 of 2015, as amended): Governs the establishment and operation of companies in the UAE, including provisions for corporate structuring, shareholding arrangements, and governance requirements
UAE Foreign Direct Investment Law (Federal Law No. 19 of 2018): Regulates foreign investment in the UAE, including provisions for foreign ownership limits and sectors open to foreign investment
UAE Commercial Transactions Law (Federal Law No. 18 of 1993): Covers commercial transactions and contracts, including provisions relevant to investment agreements and commercial relationships
UAE Bankruptcy Law (Federal Law No. 9 of 2016): Important for investment agreements as it outlines procedures in case of business failure or restructuring
UAE Federal Law No. 4 of 2012 on Competition: Regulates anti-competitive practices and must be considered in investment structures and agreements
UAE Federal Law No. 37 of 1992 on Trademarks: Crucial for protecting intellectual property rights in startup investments
UAE Federal Law No. 2 of 2019 on Anti-Money Laundering: Relevant for investment documentation and compliance requirements in financial transactions
DIFC/ADGM Laws and Regulations: If the startup is based in free zones like DIFC or ADGM, their specific regulations and laws must be considered
UAE Federal Decree-Law No. 45 of 2021 on Personal Data Protection: Essential for startups handling personal data, affecting investment terms related to data governance
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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