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Warrant Subscription Agreement
"I need a Warrant Subscription Agreement for my Dubai-based technology startup operating in DIFC, granting warrants to a venture capital investor for up to 15% of our company's shares, exercisable until March 2025, with standard anti-dilution provisions."
1. Parties: Identification of the issuing company and the warrant holder(s)
2. Background: Context of the warrant issuance, including corporate authority and purpose
3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation
4. Warrant Grant: Details of the warrants being issued, including number and class
5. Exercise Price and Mechanics: Specification of the exercise price and detailed procedures for exercising the warrants
6. Term and Expiration: Duration of the warrants and expiration conditions
7. Adjustments: Provisions for adjusting warrant terms in response to corporate actions
8. Representations and Warranties: Standard representations from both parties regarding capacity and authority
9. Transfer Restrictions: Limitations on the transfer of warrants in compliance with UAE law
10. Notices: Communication procedures between parties
11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction provisions
12. General Provisions: Standard boilerplate provisions including amendments, waivers, and severability
1. Registration Rights: Required if the underlying shares need to be registered with UAE authorities
2. Tag-Along Rights: Optional protection for warrant holders in case of company sale
3. Anti-Dilution Provisions: Protection against dilution of warrant value, if negotiated
4. Information Rights: Rights of warrant holders to receive company information, if agreed
5. Board Observer Rights: Rights to observe board meetings, if granted to warrant holders
6. Shariah Compliance: Required if the agreement needs to be Shariah-compliant
7. Free Zone Provisions: Required if the company operates in a UAE free zone
1. Form of Warrant Certificate: Template for the physical warrant certificate
2. Exercise Notice: Standard form for exercising the warrants
3. Calculation of Exercise Price: Detailed methodology for calculating the exercise price
4. Corporate Authorizations: Copies of relevant corporate approvals and authorizations
5. Regulatory Approvals: Copies of required UAE regulatory approvals
6. Shareholders' Agreement: Reference to or extract of relevant shareholders' agreement provisions
7. Articles of Association: Relevant excerpts from the company's articles of association
Authors
Technology and Startups
Financial Services
Real Estate Development
Healthcare
Energy and Resources
Manufacturing
E-commerce
Telecommunications
Professional Services
Investment and Private Equity
Legal
Finance
Corporate Development
Compliance
Treasury
Investment
Risk Management
Corporate Secretariat
Business Development
Executive Leadership
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Corporate Secretary
Investment Manager
Compliance Officer
Finance Director
Business Development Director
Corporate Development Manager
Investment Banker
Private Equity Manager
Venture Capital Associate
Risk Manager
Treasury Manager
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