Subscription And Shareholders Agreement Template for United Arab Emirates

1. Tag-Along Rights: Used when minority shareholders need protection to sell their shares alongside majority shareholders

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

3. Anti-Dilution Protection: Added when investors require protection against future down-rounds

4. Dividend Policy: Included when specific dividend distribution rules need to be established

5. Dead-Lock Resolution: Required for 50-50 joint ventures or where specific deadlock resolution mechanisms are needed

6. Non-Compete and Non-Solicitation: Added when restrictions on shareholders' competitive activities are required

7. Intellectual Property Rights: Important when the company's IP is significant to its business

8. Exit Strategy: Included when parties want to define specific exit mechanisms or IPO provisions

1. Schedule 1 - Company Information: Details of the company including registration, directors, and existing share capital

2. Schedule 2 - Subscription Details: Detailed breakdown of share subscription including price, payment terms, and share classes

3. Schedule 3 - Warranties: Comprehensive list of warranties given by various parties

4. Schedule 4 - Reserved Matters: Detailed list of matters requiring special approval

5. Schedule 5 - Deed of Adherence: Form for new shareholders to accede to the agreement

6. Schedule 6 - Business Plan: Initial business plan and financial projections

7. Schedule 7 - Articles of Association: Company's articles of association or amendments thereto

8. Schedule 8 - Completion Requirements: Detailed list of completion deliverables and requirements