A Warrant Subscription Agreement is commonly used when companies seek to raise capital or provide additional investment incentives while maintaining flexibility in their equity structure. This document is essential in U.S. jurisdictions where securities offerings must comply with both federal and state regulations. The agreement typically includes specific terms about warrant exercise, transfer restrictions, and investor rights, while ensuring compliance with SEC requirements and applicable state laws. It's particularly valuable for companies looking to attract investors without immediate equity dilution.
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1. Parties: Identification of the issuing company and subscriber
2. Background: Context of the warrant issuance and related transactions
3. Definitions: Key terms used throughout the agreement including warrant terms, exercise price, and expiration date
4. Subscription Terms: Number of warrants, exercise price, and payment terms
5. Exercise Provisions: Process and conditions for exercising warrants, including exercise period and mechanics
6. Representations and Warranties: Statements of fact from both parties regarding authority, compliance with securities laws, and investment intent
7. Transfer Restrictions: Limitations on transfer of warrants and compliance with securities laws
8. Term and Termination: Duration of warrants and conditions for early termination
1. Registration Rights: Rights to register underlying shares for resale, typically included for larger investments
2. Anti-dilution Provisions: Protections against dilution of warrant value through corporate actions
3. Tag-Along Rights: Right to participate in future sales of company securities
4. Adjustment Provisions: Mechanisms for adjusting warrant terms in response to corporate events
1. Form of Warrant Certificate: Physical or electronic form representing the warrant and its terms
2. Exercise Notice: Standard form to be completed when exercising warrants
3. Capitalization Table: Current and pro forma cap table showing impact of warrant issuance
4. Investment Representations: Detailed investor representations for securities law compliance
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