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Note Subscription Agreement
"I need a Note Subscription Agreement for my tech startup to issue secured convertible notes worth £2 million to three institutional investors, with a 8% interest rate and conversion rights exercisable after March 2025."
1. Parties: Identifies the issuer, subscriber(s), and any other relevant parties to the agreement
2. Background: Recitals explaining the context and purpose of the note subscription
3. Definitions: Key terms used throughout the agreement
4. Subscription: Terms of the note subscription, including amount, price, and payment terms
5. Conditions Precedent: Conditions that must be satisfied before subscription completion
6. Completion: Process and requirements for completing the subscription
7. Representations and Warranties: Standard representations by both issuer and subscriber
8. Covenants: Ongoing obligations of the parties
9. Events of Default: Circumstances constituting default and consequences
10. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law
1. Security: Terms of any security arrangements for secured notes
2. Conversion Rights: Terms for converting notes to shares, applicable for convertible notes
3. Interest: Interest calculation and payment terms for interest-bearing notes
4. Transferability: Terms governing transfer of notes, used when transfer rights are to be restricted
1. Form of Note Certificate: Template of the physical note certificate
2. Conditions Precedent Documents: List of required documents pre-completion
3. Form of Transfer Instrument: Template for transferring notes
4. Terms and Conditions of the Notes: Detailed terms governing the notes
5. Securities Note: Detailed information about the securities being offered, required for regulated offerings
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