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Convertible Note Purchase Agreement
1. Parties: Identification of the Company (issuer) and the Purchaser(s) of the convertible notes
2. Background: Context of the agreement, including the Company's desire to obtain financing and the Purchaser's willingness to provide it through convertible notes
3. Definitions: Key terms used throughout the agreement, including financial terms, conversion-related definitions, and other relevant terminology
4. Purchase and Sale of Notes: Details of the note purchase transaction, including purchase price, closing conditions, and mechanics
5. Terms of the Notes: Fundamental terms including principal amount, interest rate, maturity date, and repayment provisions
6. Conversion Rights: Detailed provisions regarding conversion mechanism, timing, price, and procedures
7. Representations and Warranties of the Company: Company's statements regarding its legal status, authority, and material aspects of its business
8. Representations and Warranties of the Purchaser: Purchaser's statements regarding authority, investment intent, and sophistication
9. Information Rights: Company's obligations to provide financial and other information to noteholders
10. Events of Default: Circumstances constituting default and consequences thereof
11. Miscellaneous: Standard provisions including notices, amendments, governing law, and dispute resolution
1. Pre-emptive Rights: Rights of existing shareholders to participate in future financing rounds, included when required by existing shareholders
2. Board Observer Rights: Rights of noteholders to appoint observers to the board, included for larger investments
3. Registration Rights: Rights related to registration of shares post-conversion, included when future public offering is contemplated
4. Subordination Provisions: Terms regarding ranking of the notes relative to other debt, included when there is existing senior debt
5. Security Interest: Provisions regarding any collateral securing the notes, included when notes are secured
6. Tag-Along Rights: Rights of noteholders to participate in sales of shares, included when requested by investors
7. Most Favored Nation Provision: Protection ensuring noteholders receive best terms offered in subsequent note issuances, included for early investors
1. Form of Note: The actual form of convertible note instrument to be issued
2. Capitalization Table: Current capital structure of the Company and pro forma post-conversion ownership
3. Disclosure Schedule: Exceptions and disclosures to Company representations and warranties
4. Investment Amounts: Schedule of purchasers and their respective investment amounts
5. Corporate Documents: Key corporate documents including articles of association and board resolutions
6. Conversion Calculations: Detailed examples of conversion calculations under various scenarios
7. Form of Conversion Notice: Template for noteholders to exercise their conversion rights
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