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.
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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
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
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
Relevant legal definitions
Clauses
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
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