The Note And Warrant Purchase Agreement is primarily used in early-stage financing rounds where companies seek to raise capital through a combination of debt and equity-like instruments. This hybrid financing structure, common in U.S. jurisdictions, offers investors the security of debt with potential equity upside through warrants. The agreement typically includes detailed terms about the notes (including interest rates, maturity dates, and conversion rights), warrant coverage (including exercise price and duration), and various investor protections. It's particularly popular among startups and growth companies as a bridge between equity rounds or as an alternative to straight equity financing.
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1. Parties: Identification of the company/issuer and purchaser(s)
2. Background: Context of the transaction and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale: Terms of the note and warrant purchase, including amount and price
5. Closing: Closing conditions, timing, and deliverables
6. Representations and Warranties: Company and purchaser representations
7. Terms of Notes: Interest rate, maturity, conversion rights, and other note terms
8. Terms of Warrants: Exercise price, period, number of shares, and other warrant terms
9. Covenants: Ongoing obligations of the parties
10. Events of Default: Circumstances constituting default and remedies
11. Miscellaneous: Standard legal provisions including governing law, notices, and amendments
1. Registration Rights: Rights of purchasers to register securities for public sale
2. Board Rights: Rights of purchasers to board representation or observation
3. Information Rights: Rights to receive financial and other company information
4. Preemptive Rights: Rights to participate in future financing rounds
5. Transfer Restrictions: Limitations on transfer of notes and warrants
1. Form of Note: Template of the promissory note to be issued
2. Form of Warrant: Template of the warrant certificate to be issued
3. Schedule of Purchasers: List of purchasers with their respective investment amounts
4. Disclosure Schedule: Exceptions to representations and warranties
5. Capitalization Table: Current and pro-forma capitalization of the company
6. Form of Legal Opinion: Form of legal opinion to be delivered at closing
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