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Convertible Agreement
I need a convertible agreement for a seed-stage investment in a tech startup, with a conversion cap and discount rate specified, and a maturity date of 18 months. The agreement should include provisions for automatic conversion upon a qualified financing round and optional conversion at the discretion of the investor.
What is a Convertible Agreement?
A Convertible Agreement lets startup investors provide funding now and receive equity shares later, usually during a future investment round. In the UAE's growing tech ecosystem, these agreements help early-stage companies raise capital quickly without setting a firm company valuation right away.
Under UAE commercial law, the agreement specifies how the initial investment converts to shares, typically offering investors a discount on the future share price or capping the valuation. This flexibility makes it popular among Dubai and Abu Dhabi's innovation hubs, where startups need quick access to capital while still fine-tuning their business model and growth metrics.
When should you use a Convertible Agreement?
Use a Convertible Agreement when your startup needs quick capital but setting a firm valuation feels premature. This works especially well for UAE tech companies in their first 18 months, when growth potential exists but revenue figures are still developing. The agreement helps you secure funding without lengthy negotiations over company worth.
This structure makes sense during bridge funding rounds or when dealing with angel investors in Dubai's innovation zones. It's particularly valuable when you expect a major funding round within 12-24 months and want to reward early investors with better terms. The flexibility protects both parties while keeping legal costs lower than traditional equity rounds.
What are the different types of Convertible Agreement?
- Simple Convertible Notes: Basic agreements with a valuation cap and discount rate, popular among UAE tech startups for seed funding.
- SAFE Agreements: Simplified convertibles without interest rates or maturity dates, common in Dubai's innovation hubs.
- Convertible Preferred Stock: More complex agreements offering additional investor protections and rights under UAE company law.
- Bridge Notes: Short-term convertibles designed to fund companies until their next major investment round, often used in Abu Dhabi's financial sector.
- Revenue-Based Convertibles: Modified agreements that tie conversion terms to company revenue milestones, gaining popularity in UAE's growth markets.
Who should typically use a Convertible Agreement?
- Startup Founders: Issue convertible agreements to raise capital while maintaining control and flexibility over company valuation.
- Angel Investors: Provide early-stage funding through these agreements, often in UAE's technology and innovation sectors.
- Corporate Lawyers: Draft and review agreements to ensure compliance with UAE commercial law and protect client interests.
- Venture Capital Firms: Use convertibles for bridge financing between larger funding rounds.
- Company Directors: Approve and execute agreements as part of their corporate governance duties under UAE law.
- Financial Advisors: Guide clients on terms, valuation caps, and conversion mechanisms in UAE's investment landscape.
How do you write a Convertible Agreement?
- Company Details: Gather current shareholding structure, company valuation, and UAE trade license information.
- Investment Terms: Define the investment amount, valuation cap, and any discount rate for future conversion.
- Conversion Triggers: Specify qualifying funding rounds or events that activate share conversion under UAE law.
- Investor Rights: List any special privileges, information rights, or pro-rata rights being granted.
- Timeline Parameters: Set maturity dates and outline what happens if no qualifying event occurs.
- Documentation Review: Our platform generates legally-sound convertible agreements tailored to UAE requirements, ensuring all crucial elements are included.
What should be included in a Convertible Agreement?
- Investment Terms: Clear statement of principal amount, interest rate (if any), and funding transfer details.
- Conversion Mechanism: Detailed explanation of valuation cap, discount rate, and conversion price calculation.
- Qualifying Events: Specific conditions triggering automatic or optional conversion under UAE commercial law.
- Maturity Provisions: Default outcomes and investor rights at maturity date.
- Information Rights: Access to financial statements and company updates as per UAE regulations.
- Governing Law: Explicit reference to UAE jurisdiction and applicable emirate-specific regulations.
- Signature Block: Authorized signatory details and execution requirements per UAE corporate law.
What's the difference between a Convertible Agreement and a Bond Issuance Agreement?
Let's compare a Convertible Agreement with a Bond Issuance Agreement, as both are investment instruments but serve different purposes in UAE's financial landscape.
- Investment Nature: Convertible Agreements transform into equity shares, while Bond Issuance Agreements remain pure debt instruments with fixed repayment terms.
- Risk Profile: Convertibles offer potential equity upside in growing startups, whereas bonds provide predetermined interest payments and principal return.
- Regulatory Framework: Convertibles fall under UAE company law and startup regulations, while bonds must comply with stricter securities laws and central bank requirements.
- Documentation Complexity: Bond issuances require more extensive documentation, including prospectus and regulatory filings. Convertibles use simpler agreements suitable for early-stage funding.
- Target Users: Convertibles attract angel investors and venture capital firms, while bonds appeal to institutional investors seeking fixed-income securities.
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