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Warrant Purchase Agreement

Warrant Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Warrant Purchase Agreement

"I need a Warrant Purchase Agreement for my UAE mainland technology company to issue warrants to a strategic investor, allowing them to purchase up to 15% of our company's shares at a fixed price until March 2025, with anti-dilution protection and tag-along rights."

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Document background
The Warrant Purchase Agreement is a crucial document used in UAE corporate financing transactions where companies seek to provide investors with the right to purchase shares at a future date. This agreement type is particularly valuable for companies looking to raise capital while maintaining flexibility in their equity structure. The document must be drafted in compliance with UAE Federal Law No. 32 of 2021 and relevant SCA regulations, making it essential to incorporate specific local law requirements. The agreement typically includes detailed provisions on warrant terms, exercise mechanics, anti-dilution protections, and transfer restrictions, while also addressing UAE-specific corporate and securities law considerations. It's commonly used in growth stage financing, strategic investments, and as part of larger financing packages in the UAE market.
Suggested Sections

1. Parties: Identification of the issuing company and the warrant purchaser(s)

2. Background: Context of the warrant issuance and relevant corporate approvals

3. Definitions: Key terms used throughout the agreement including 'Warrant Shares', 'Exercise Price', and 'Exercise Period'

4. Purchase and Sale of Warrants: Core terms of the warrant purchase including number of warrants and purchase price

5. Closing: Timing and mechanics of the closing of the warrant purchase

6. Exercise of Warrants: Process, conditions, and timing for exercising the warrants

7. Representations and Warranties of the Company: Company's confirmations regarding authority, valid issuance, and compliance with laws

8. Representations and Warranties of the Purchaser: Purchaser's confirmations regarding investment intent and capacity

9. Transfer Restrictions: Limitations on transfer of warrants and compliance with securities laws

10. Registration Rights: Rights regarding the registration of warrant shares for public trading

11. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for disputes

12. Notices: Process for formal communications between parties

13. General Provisions: Standard provisions including amendments, assignments, and severability

Optional Sections

1. Anti-dilution Provisions: Protection against dilution of warrant value, used when company anticipates future equity issuances

2. Tag-Along Rights: Rights of warrant holders to participate in future sales, included when requested by sophisticated investors

3. Put/Call Rights: Options for forced exercise or repurchase, used in strategic investments

4. Shareholder Rights: Rights of warrant holders prior to exercise, included when holders want certain shareholder privileges

5. Security Interest: Provisions for securing the warrant obligations, used in high-risk transactions

6. Foreign Investment Provisions: Additional provisions for foreign investors under UAE law, required for non-UAE purchasers

7. Free Zone Compliance: Special provisions for UAE free zone entities, required if any party is in a UAE free zone

Suggested Schedules

1. Form of Warrant Certificate: Template of the actual warrant certificate to be issued

2. Exercise Notice: Form of notice to be used when exercising warrants

3. Calculation of Exercise Price: Detailed methodology for calculating the exercise price, including any adjustments

4. Corporate Authorizations: Copies of board and shareholder resolutions approving the warrant issuance

5. Regulatory Approvals: Copies of required UAE regulatory approvals and permits

6. Warrant Register: Format for recording warrant holders and transfers

7. Investment Representations: Detailed investor representations and suitability criteria under UAE law

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Clauses
Issuance of Warrants
Purchase and Sale
Consideration
Exercise Rights
Transfer Restrictions
Representations and Warranties
Anti-dilution
Registration Rights
Adjustment Provisions
Closing Conditions
Notice Requirements
Confidentiality
Assignment
Term and Termination
Governing Law
Dispute Resolution
Force Majeure
Amendments
Entire Agreement
Severability
Further Assurances
Regulatory Compliance
Information Rights
Tag-Along Rights
Drag-Along Rights
Indemnification
Share Capital Provisions
Voting Rights
Exit Rights
Board Representation
Relevant Industries

Technology

Financial Services

Real Estate

Healthcare

Manufacturing

Energy

E-commerce

Telecommunications

Professional Services

Infrastructure Development

Retail

Transportation and Logistics

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Management

Investment

Treasury

Risk Management

Corporate Secretariat

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Investment Director

Legal Director

Finance Director

Compliance Officer

Investment Manager

Corporate Finance Manager

Board Director

Managing Director

Legal Counsel

Financial Controller

Company Secretary

Risk Manager

Industries
UAE Federal Law No. 32 of 2021 on Commercial Companies: The primary legislation governing corporate entities in the UAE, which includes provisions on issuance of securities and corporate governance requirements
SCA Decision No. (3/R.M) of 2017: Regulates the promotion and introduction of securities, including warrants, providing key requirements for securities offerings
UAE Federal Law No. 8 of 2004 (Financial Free Zones Law): Relevant if the warrant transaction involves entities in financial free zones like DIFC or ADGM
UAE Federal Law No. 14 of 2018 (Central Bank Law): Governing financial instruments and monetary policy, relevant for warrant transactions involving financial institutions
UAE Securities and Commodities Authority Resolution No. 11 of 2016: Regulations concerning market activities and trading of securities, including specific provisions for warrant transactions
UAE Federal Law No. 1 of 2006 (Electronic Transactions Law): Relevant for electronic execution and record-keeping of warrant agreements
UAE Federal Law No. 18 of 1993 (Commercial Transactions Law): Governs commercial transactions and provides general framework for business dealings in the UAE
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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