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1. Anti-dilution Protection: Protection against future down rounds, used when specifically negotiated

2. Drag-Along Rights: Rights forcing minority shareholders to join in sale, included for larger investments

3. Tag-Along Rights: Rights allowing investors to join in sale of majority stake, included for minority investor protection

4. Founder Vesting: Vesting schedule for founder shares, included when founders retain significant control

5. Local Partner Provisions: Required for mainland UAE companies with foreign ownership restrictions

6. Free Zone Specifications: Required when company is or will be established in a UAE free zone

7. Islamic Finance Compliance: Required when transaction needs to be Shariah-compliant

8. Employee Stock Option Pool: Included when company plans to implement ESOP

9. Most Favored Nation: Protection ensuring investors get best terms offered to other investors in the round

1. Schedule 1: Cap Table: Current and post-conversion capitalization table

2. Schedule 2: Conversion Calculations: Detailed methodology for calculating conversion price and share allocation

3. Schedule 3: Company Information: Key corporate details, registrations, and licenses

4. Schedule 4: Investment Timeline: Key dates and milestones for the investment process

5. Schedule 5: Form of Shareholders Agreement: Draft terms for the post-conversion shareholders agreement

6. Appendix A: Compliance Checklist: UAE regulatory requirements and compliance items

7. Appendix B: Required Approvals: List of necessary regulatory and corporate approvals