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Warrant Subscription Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

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."

Document background
The Warrant Subscription Agreement is a crucial document in UAE corporate finance transactions, particularly used in growth-stage financing and strategic investments. This agreement type is commonly employed when companies wish to provide investors with the right to acquire shares at a later date, often as part of a larger financing package. The document must comply with UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and relevant securities regulations, while potentially also addressing free zone requirements where applicable. The agreement typically includes detailed provisions on warrant terms, exercise procedures, anti-dilution protections, and regulatory compliance requirements. When drafting a Warrant Subscription Agreement in the UAE, special attention must be paid to local ownership restrictions, regulatory approvals, and Shariah compliance considerations if relevant.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

































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Relevant Industries

Technology and Startups

Financial Services

Real Estate Development

Healthcare

Energy and Resources

Manufacturing

E-commerce

Telecommunications

Professional Services

Investment and Private Equity

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Treasury

Investment

Risk Management

Corporate Secretariat

Business Development

Executive Leadership

Relevant Roles

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

Industries







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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