The Advanced Subscription Agreement is a crucial document in the UAE's startup ecosystem, designed to facilitate early-stage investments while providing flexibility for both investors and companies. It enables investors to commit funds before a formal valuation is established, typically during bridge rounds or pre-Series A investments. The agreement must comply with UAE Federal Law No. 32 of 2021 and relevant SCA regulations, while accommodating international investment practices. It includes essential provisions for investment terms, conversion mechanisms, shareholder rights, and protective provisions, making it particularly suitable for technology startups and high-growth companies seeking interim funding before a larger equity round.
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1. Parties: Identification of the Company, the Investor(s), and any other relevant parties to the agreement
2. Background: Context of the agreement, including company status and purpose of the investment
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Subscription and Investment Amount: Details of the investment amount and the equity stake to be received
5. Conditions Precedent: Conditions that must be satisfied before the investment is made
6. Completion Mechanics: Process and timeline for the investment completion
7. Company Warranties: Representations and warranties given by the company
8. Investor Warranties: Representations and warranties given by the investor
9. Covenants: Ongoing obligations of the parties
10. Confidentiality: Provisions regarding the treatment of confidential information
11. Notices: Communication procedures between parties
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and assignment
13. Execution: Signature blocks and execution formalities
1. Multiple Closing Mechanics: Required when the investment will be made in tranches or multiple rounds
2. Conversion Rights: Needed when the investment includes rights to convert into different classes of shares
3. Anti-dilution Protection: Include when investors require protection against future down rounds
4. Board Appointment Rights: Include when investors are granted rights to appoint board members
5. Tag-Along Rights: Include when investors require the right to join in sales by other shareholders
6. Drag-Along Rights: Include when majority shareholders want the right to force minorities to join in a sale
7. Information Rights: Include when investors require specific rights to company information and reports
8. Pre-emptive Rights: Include when investors require rights to participate in future funding rounds
1. Schedule 1: Company Details: Corporate information including shareholding structure and capital
2. Schedule 2: Subscription Details: Detailed breakdown of the investment amount, valuation, and resulting shareholding
3. Schedule 3: Conditions Precedent: Detailed list of all conditions to be satisfied before completion
4. Schedule 4: Completion Requirements: Detailed list of documents and actions required at completion
5. Schedule 5: Company Warranties: Full list of company warranties and any agreed qualifications
6. Schedule 6: Reserved Matters: List of decisions requiring investor consent
7. Schedule 7: Form of Deed of Adherence: Template for future parties to adhere to the agreement
8. Appendix A: Capitalization Table: Pre and post-investment cap table showing shareholding structure
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