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Warrant Subscription Agreement Template for United States

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Key Requirements PROMPT example:

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."

Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Authors

Alex Denne

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

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Industries

Securities Act of 1933: Primary federal legislation governing securities offerings, with particular focus on Sections 4(a)(2) and Regulation D for private placements and exemptions

Securities Exchange Act of 1934: Federal law governing secondary market trading and ongoing reporting requirements for public companies

State Blue Sky Laws: State-specific securities regulations including registration requirements, exemptions, and disclosure obligations

Delaware General Corporation Law: Corporate law framework for Delaware-incorporated companies, particularly relevant for corporate authority and stock issuance

Internal Revenue Code Section 409A: Federal tax provisions governing deferred compensation and equity awards, including warrants

Investment Company Act of 1940: Federal legislation regulating investment companies and their activities in the securities markets

Rule 10b-5: Anti-fraud provision under Securities Exchange Act prohibiting deceptive practices in securities transactions

FINRA Regulations: Rules governing broker-dealers who may be involved in warrant transactions

UCC Article 8: Uniform Commercial Code provisions governing investment securities and their transfer

UCC Article 9: Uniform Commercial Code provisions governing secured transactions, relevant if warrants are used as collateral

Federal Reserve Regulation T: Regulations governing margin requirements in securities transactions

Investment Advisers Act of 1940: Federal law regulating investment advisers and their responsibilities in securities transactions

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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