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A Warrant Purchase Agreement is a crucial document used when a company wishes to issue warrants as part of its financing strategy or compensation arrangements. Under Philippine law, this agreement must comply with the Securities Regulation Code (Republic Act No. 8799) and related SEC regulations. The document specifies all essential terms of the warrant issuance, including the number of warrants, purchase price, exercise price, expiration date, and exercise procedures. It's commonly used in various scenarios such as venture capital investments, employee compensation plans, or as part of larger financing transactions. The agreement must address specific Philippine legal requirements, including SEC registration and disclosure obligations, and typically includes provisions for protecting both the issuing company and warrant purchasers.

1. Parties: Identification of the issuing company and the warrant purchaser(s)

2. Background: Context of the warrant issuance, including corporate authorizations and purpose of the transaction

3. Definitions: Key terms used throughout the agreement, including technical and financial definitions

4. Purchase and Sale of Warrants: Core transaction terms including number of warrants, purchase price, and closing mechanics

5. Warrant Terms: Fundamental terms of the warrants including exercise price, expiration date, and number of shares upon exercise

6. Exercise Procedures: Detailed process for exercising the warrants, including notice requirements and payment procedures

7. Representations and Warranties of the Company: Company's assertions regarding its authority, compliance with laws, and financial condition

8. Representations and Warranties of the Purchaser: Purchaser's assertions regarding authority, investment intent, and sophistication

9. Covenants: Ongoing obligations of both parties, including information rights and maintenance of warrant shares

10. Adjustments: Provisions for adjusting warrant terms in case of corporate events like stock splits or reorganizations

11. Transfer Restrictions: Limitations on the transfer of warrants and compliance with securities laws

12. Events of Default: Circumstances constituting default and resulting remedies

13. Miscellaneous: Standard legal provisions including notices, amendments, governing law, and dispute resolution