Investment Term Sheet

A balanced starting point for a priced equity round. Drafting notes explain each clause, options let you pick the position you want, and the annexes hold the numbers and closing items.

• Parties and the investment: valuation, price per share, option pool, conversion of existing instruments and use of proceeds
• Economic rights: dividends, liquidation preference, conversion, anti-dilution, pay-to-play and redemption
• Governance and information: board, observer, investor consent matters, information rights and budget
• Share transfers and exit: pre-emption, right of first refusal, tag-along, drag-along, lock-up and IPO rights
• Founders and management: vesting, leaver provisions, service agreements, restrictive covenants and IP
• Documentation and closing, and the binding provisions: exclusivity, confidentiality, costs and governing law
• Annexes: pro forma cap table, investor consent matters, closing deliverables

A template, not legal advice. Laws differ between the UAE (onshore, DIFC and ADGM), Saudi Arabia and the EU, so have the final documents reviewed by counsel in the governing-law jurisdiction.