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1. Parties: Identification of the investor(s) and investee company, including full legal names, registration details, and addresses
2. Background: Context of the investment, brief description of the business, and purpose of the agreement
3. Definitions: Key terms used throughout the agreement defined for clarity and consistency
4. Investment Terms: Details of the investment amount, payment terms, and any conditions precedent
5. Subscription Details: Number and class of shares/securities being issued, price per share, and resulting ownership percentage
6. Representations and Warranties: Standard assurances from both parties regarding their capacity, authority, and business condition
7. Investor Rights: Key rights granted to the investor, including information rights and any board representation
8. Company Covenants: Ongoing obligations of the company regarding operations, reporting, and compliance
9. Transfer Restrictions: Limitations on the transfer of shares and any pre-emptive rights
10. Confidentiality: Obligations regarding the protection of confidential information
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Governing Law and Jurisdiction: Specification of Qatar law as governing law and jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Tag-Along Rights: Include when minority investor protection is required, giving right to join in sale of majority stake
2. Drag-Along Rights: Include when majority shareholders want right to force minority to join in sale
3. Anti-Dilution Protection: Include for sophisticated investors requiring protection against future down rounds
4. Dividend Rights: Include when specific dividend policies or preferences need to be established
5. Exit Rights: Include when investor requires specific exit mechanisms or timelines
6. Right of First Refusal: Include when existing shareholders should have priority in purchasing shares being sold
7. Compliance with Shariah Law: Include when parties require transaction to comply with Islamic finance principles
8. Foreign Investment Provisions: Include specific provisions when investor is non-Qatari to ensure compliance with foreign investment laws
1. Schedule 1: Share Capital Structure: Current and post-investment capital structure, including all share classes and shareholders
2. Schedule 2: Subscription Details: Detailed breakdown of the investment, including share numbers, prices, and payment terms
3. Schedule 3: Company Information: Key company details including registration, licenses, and material contracts
4. Schedule 4: Warranties: Detailed warranties given by the company and existing shareholders
5. Schedule 5: Reserved Matters: List of decisions requiring investor approval
6. Appendix A: Board Resolutions: Copy of board resolutions approving the investment
7. Appendix B: Shareholders' Resolution: Copy of shareholders' resolution approving the investment and share issuance
8. Appendix C: Regulatory Approvals: Copies of any required regulatory or governmental approvals
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