The Warrant Purchase Agreement is a crucial document used when a company wishes to issue warrants to investors, typically as part of a financing round or strategic investment. Under Maltese law, this agreement must comply with the Companies Act (Chapter 386), Financial Markets Act (Chapter 345), and MFSA regulations. The document outlines the complete terms of the warrant purchase, including the number of warrants, purchase price, exercise conditions, and transfer restrictions. It's commonly used by Maltese companies seeking growth capital, especially in technology and financial sectors, and includes specific provisions for regulatory compliance, investor protections, and exercise mechanics. The agreement serves as the primary document governing the relationship between the warrant holder and the issuing company until the warrants are either exercised or expire.

1. Parties: Identification of the parties to the agreement, including the company issuing the warrants and the purchaser(s)

2. Background: Context of the transaction, including company details and purpose of the warrant issuance

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. Terms of Warrants: Detailed specifications of the warrants including exercise price, expiration date, and underlying securities

6. Exercise Procedures: Process and requirements 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, sophistication, and compliance

9. Transfer Restrictions: Limitations and requirements for transferring the warrants

10. Compliance with Securities Laws: Provisions ensuring compliance with Maltese securities regulations

11. Notices: Communication requirements and contact details

12. Governing Law and Jurisdiction: Specification of Maltese law governance and jurisdiction for disputes

13. General Provisions: Standard clauses including amendments, assignments, and severability