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Note Purchase Agreement
"Need a Note Purchase Agreement for our Singapore tech startup to issue convertible notes worth SGD 5 million to three institutional investors, with a 5% interest rate and maturity date of March 15, 2025, including standard anti-dilution provisions."
1. Parties: Identification of issuer and purchaser(s) with full legal names and addresses
2. Background/Recitals: Context of the note issuance, purpose, and basic transaction structure
3. Definitions: Key terms used throughout the agreement including Note terms, Closing, Material Adverse Effect, etc.
4. Purchase and Sale of Notes: Core transaction terms including purchase price, interest rate, maturity
5. Closing Conditions: Conditions precedent to the purchase including deliverables and requirements
6. Representations and Warranties: Statements of fact by issuer regarding corporate status, authority, and financial condition
7. Covenants: Ongoing obligations of the issuer during the term of the notes
8. Events of Default: Circumstances constituting default and remedies
1. Registration Rights: Provisions detailing rights to register notes for public trading, applicable when notes may be converted to publicly traded securities
2. Subordination: Terms specifying subordination to senior debt, included when notes are subordinated to other debt
3. Conversion Rights: Detailed terms and conditions for converting notes to equity, included for convertible notes only
1. Form of Note: Template of the actual note certificate with all required terms and conditions
2. Disclosure Schedule: Comprehensive list of exceptions to representations and warranties
3. Purchaser Schedule: Detailed list of purchasers with their respective purchase amounts if multiple purchasers
4. Corporate Resolutions: Evidence of corporate authority to issue notes, including board and shareholder resolutions
5. Legal Opinion: Form of legal opinion to be delivered at closing from issuer's counsel
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