07 / 15Term SheetsSAFEVC

Fundraising,founder-side clarity.

A term sheet is a business decision dressed as a legal document. We help founders and investors read it that way: what the valuation really is once the option pool and liquidation preference are counted, which protective provisions matter, how the round fits a UAE–India structure and what it means for the next round. From first SAFE to Series C, across the UAE, India and the USA.

Overview

The Gulf has become one of the most active venture markets outside the US and China, and its founders are unusually international: an operating company in Dubai, engineers in Pune, a Delaware holding entity for US investors and customers in three continents is a normal cap table. That structure brings choices, ADGM or DIFC holding company versus Delaware, whether and when to 'flip', where the IP sits, how employee equity works across jurisdictions, that are far cheaper to make correctly at the seed round than to unwind at Series B.

Investment documents have converged on familiar forms: SAFEs and convertible notes at pre-seed, term sheets, subscription and shareholders' agreements from seed onwards, with the standard vocabulary of liquidation preferences, anti-dilution, pre-emption, drag and tag, board composition, information rights and founder vesting. What differs is the detail, and the detail is where value moves. On the India side, FEMA's pricing guidelines, sectoral caps, reporting through the RBI's FIRMS portal and the treatment of convertibles add a regulatory layer to every round with an Indian entity or investor.

RPLC UAE, led by Raunak Rane, an IIM Calcutta alumnus and two-time founder with two exits, acts for founders, angels, syndicates and funds. We negotiate the commercial terms as well as the legal ones, run diligence and disclosure, close in the UAE, India and the US from one file, and keep the structure clean for the next round or the exit.

How we work

Every mandate is staffed by a founding partner and a small, dedicated team. Where formal representation before UAE courts or authorities is required, we instruct and coordinate registered Emirati advocates so that clients receive one accountable file across legal consultancy and formal representation. Cross-border work between the UAE, India and the USA is run from the same file, with local counsel engaged where applicable law requires.

What we do · 08
§01
Term sheets & round strategy

Negotiation of valuation mechanics, option pool, liquidation preference, anti-dilution, board and control terms; modelling of dilution and waterfall outcomes before signature.

§02
SAFEs, convertibles & bridge rounds

SAFE and convertible-note drafting and negotiation, valuation caps and discounts, MFN clauses, conversion mechanics and the FEMA treatment of convertibles for Indian entities.

§03
Subscription & shareholders' agreements

SSA and SHA drafting and negotiation, warranties and disclosure letters, protective provisions, founder vesting and leaver terms, information and exit rights.

§04
Holding structures & flips

ADGM, DIFC, mainland UAE and Delaware holding-company analysis, India–UAE and India–US flip structures, IP migration and tax-coordinated implementation with advisers.

§05
ESOPs & employee equity

Option plans and phantom equity across UAE, India and US employees, ADGM and DIFC-compatible plans, Indian ESOP compliance and cross-border grant documentation.

§06
Investor-side counsel

Due diligence, term-sheet drafting, investment documentation and closing for angels, syndicates, family offices and venture funds investing in UAE, Indian and cross-border companies.

§07
FEMA, FDI & RBI compliance

Sectoral caps and routes, pricing guidelines, FC-GPR and FC-TRS filings, downstream investment rules and structuring of foreign investment into Indian startups.

§08
Secondaries, restructuring & exits

Secondary sales, founder liquidity, down-round and recapitalisation terms, pay-to-play provisions, M&A exit preparation and acquisition-agreement negotiation.

Indicative matters

The work, on record.

Client names withheld under counsel duties; details rendered indicative.

01
2025
Series A

USD 18M Series A for a Dubai AI SaaS with GCC and Indian investors

Term sheet, SSA, SHA, SAFE conversion and cap-table clean-up for a Dubai-headquartered AI platform, with FEMA/FDI coordination for the Indian subsidiary and Indian investor participation.

USD 18M
02
2025
Flip · ADGM

India-to-ADGM flip ahead of a seed round

Structured and executed the migration of an Indian startup's holding to an ADGM company: share swap, ODI and FEMA approvals, IP assignment, ESOP re-grant and investor consents, closed within nine weeks.

9 weeks
03
2024
Investor

Fund-side counsel on a GCC venture fund's India portfolio

Diligence, term-sheet negotiation and closing across four Indian portfolio investments for a DIFC venture fund, including pricing-guideline compliance and downstream-investment analysis.

4 deals
04
2024
Bridge · SAFE

Bridge round and recapitalisation for a fintech

Negotiated a USD 3.5M SAFE bridge with valuation cap and MFN, followed by a recapitalisation and pay-to-play provision that preserved founder equity through a down-round.

USD 3.5M
Frequently asked questions

Fundraising & Venture Transactions

It depends on your investors, customers, team and exit path. ADGM and DIFC offer common-law frameworks, investor familiarity and efficient holding structures for GCC-centred businesses; Delaware remains the default for US-led rounds and US exits. Many companies use a UAE holding company with a Delaware subsidiary or vice versa. We model the options against your funding plan and tax advice before you incorporate.

Speak to the practice.

A discreet, no-obligation first conversation, usually within one working day. Urgent matters are triaged the same day.

Law × Technology × Regulation × Business

Counsel,
clearly coordinated.

RPLC UAE is a modern legal & business consultancy at the intersection of Law × Technology × Regulation × Business, across UAE, India and USA. Formal representation before UAE authorities is undertaken through registered Emirati advocacy partners.

Begin an engagement
Offices
Ras Al Khaimah
Registered Office
RAKEZ Business Zone, Al Nakheel Area, P.O. Box No. 10055, Ras Al Khaimah, United Arab Emirates
Dubai
On Ground
Boulevard Plaza, Level 3, Sheikh Mohammed bin Rashid Blvd, Downtown Dubai, UAE
Pune
India Practice
Bhuvaneshwari Apartments, 501, above P-cube House, Pune, Maharashtra 411008, India
Delaware
US Coordination
Wilmington, Delaware, USA
On-ground partners
  • AMY Advocates
Formal representation via registered Emirati advocacy partners.
RPLC · Rane Pingle Law Chambers · UAE · India · USA · RPLC · Rane Pingle Law Chambers · UAE · India · USA ·
Legal entity
Rane Pingle and Partners FZ LLC
Brand: Rane Pingle Law Chambers
Registered office
RAKEZ Business Zone, Al Nakheel Area,
P.O. Box No. 10055, Ras Al Khaimah, UAE
On ground · Boulevard Plaza, Level 3, Downtown Dubai
Under Bar Council rules, this website is for informational purposes only and does not constitute solicitation or advertising. Nothing transmitted here creates a lawyer-client relationship. © 2026 Rane Pingle and Partners FZ LLC. Regulated activities and formal representation before UAE authorities are undertaken, where required, through appropriately licensed professionals and collaboration partners.
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