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Warrant Subscription Agreement
"I need a Warrant Subscription Agreement for our Series B funding round where we're issuing warrants to three institutional investors, with an exercise price of $15 per share and a 5-year exercise period starting March 2025, including standard anti-dilution provisions and registration rights."
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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