The Note Subscription Agreement is a critical document used when a company seeks to raise capital through the issuance of debt securities. This agreement, governed by U.S. federal and state securities laws, outlines the complete terms of the note offering, including payment terms, interest rates, maturity dates, and conversion rights (if applicable). It's particularly important for private placements under Regulation D and similar exemptions. The document includes essential investor protections, issuer obligations, and compliance requirements, making it a fundamental tool for debt financing transactions.
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1. Parties: Identifies the issuer and subscriber(s) of the notes
2. Background: Explains the context of the note issuance and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Subscription and Issuance: Details of the notes being subscribed for, including amount, price, and payment terms
5. Closing Conditions: Conditions that must be satisfied before the subscription can be completed
6. Representations and Warranties: Statements of fact and assurances from both parties
7. Covenants: Ongoing obligations of the parties
8. Events of Default: Circumstances that constitute default and remedies
1. Registration Rights: Rights related to registration of securities when notes are convertible to equity
2. Transfer Restrictions: Limitations on transfer of notes when issuer wants to restrict transferability
3. Security Interest: Provisions regarding collateral for secured notes
4. Subordination: Priority of notes relative to other debt when notes are subordinated
1. Form of Note: The actual form of promissory note to be issued
2. Disclosure Schedule: Exceptions to representations and warranties
3. Accredited Investor Questionnaire: Form to verify accredited investor status
4. Risk Factors: Detailed description of investment risks
5. Use of Proceeds: Detailed breakdown of how funds will be used
6. Capitalization Table: Current capital structure of the issuer
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