Note And Warrant Purchase Agreement

Note And Warrant Purchase Agreement Template for Pakistan

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Key Requirements PROMPT example:

"I need a Note and Warrant Purchase Agreement for my Pakistan-based technology startup to raise PKR 50 million from three venture capital investors, with a 12% interest rate on the notes maturing in March 2025, and warrants exercisable for up to 15% of company equity."

Document background

The Note And Warrant Purchase Agreement is a sophisticated financing instrument used in the Pakistani market when companies seek to raise capital through a hybrid security structure. This document is particularly valuable for growth-stage companies that want to offer investors both the security of debt and the potential upside of equity participation. The agreement must comply with various Pakistani regulations, including the Companies Act 2017, Securities Act 2015, and relevant SECP regulations. It typically includes detailed terms for both the debt component (interest rates, maturity, payment schedules) and the equity component (warrant exercise price, period, number of shares), along with comprehensive investor protections and company covenants. This type of agreement is often used as an alternative to pure equity or debt financing, providing more flexibility in structuring investment terms while maintaining compliance with Pakistani corporate and securities laws.

Suggested Sections

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

2. Background: Context of the transaction, including company's business and purpose of the financing

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

4. Purchase and Sale: Core terms of the purchase, including purchase price, number of notes and warrants being sold

5. Closing Mechanics: Details of the closing process, timing, and deliverables

6. Note Terms: Key terms of the notes including interest rate, maturity, payment schedule, and conversion rights if applicable

7. Warrant Terms: Essential terms of the warrants including exercise price, expiration date, and number of shares

8. Representations and Warranties of the Company: Company's statements about its condition, authority, and compliance

9. Representations and Warranties of the Purchaser: Purchaser's statements about authority, investment intent, and sophistication

10. Covenants: Ongoing obligations of the company and/or purchaser

11. Conditions to Closing: Prerequisites that must be met before the transaction can close

12. Events of Default: Circumstances constituting default and consequences

13. Miscellaneous: Standard legal provisions including notices, amendments, governing law, etc.

Optional Sections

1. Registration Rights: Include when purchasers require rights to register their shares for public trading

2. Board Observation Rights: Include when investors are granted rights to observe board meetings

3. Information Rights: Include when investors are granted specific rights to company information beyond statutory requirements

4. Participation Rights: Include when investors are granted rights to participate in future financing rounds

5. Security Interest: Include when the notes are to be secured by company assets

6. Subordination: Include when there are multiple classes of debt requiring subordination provisions

7. Foreign Investment Provisions: Include when there are foreign investors requiring compliance with FERA

8. Tax Provisions: Include detailed tax provisions when complex tax implications exist

Suggested Schedules

1. Schedule A - Form of Note: Detailed form of the promissory note including all terms and conditions

2. Schedule B - Form of Warrant: Detailed form of the warrant including all terms and conditions

3. Schedule C - Capitalization Table: Current and pro-forma capitalization of the company

4. Schedule D - Use of Proceeds: Detailed breakdown of how the investment proceeds will be used

5. Schedule E - Disclosure Schedule: Exceptions to representations and warranties

6. Schedule F - Required Consents: List of required third-party and governmental consents

7. Appendix 1 - Wire Instructions: Banking details for transfer of funds

8. Appendix 2 - Corporate Documents: Copies of relevant corporate authorizations and documents

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Financial Services

Manufacturing

Healthcare

Real Estate

Energy

Telecommunications

E-commerce

Infrastructure

Agriculture

Pharmaceuticals

Start-ups and Growth Companies

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Executive Management

Board of Directors

Company Secretariat

Compliance

Investment

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Counsel

Investment Manager

Corporate Finance Director

Venture Capital Partner

Private Equity Manager

Company Secretary

Finance Director

Treasury Manager

Legal Counsel

Investment Banker

Corporate Development Manager

Board Director

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