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Note And Warrant Purchase Agreement Template for South Africa

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Key Requirements PROMPT example:

Note And Warrant Purchase Agreement

"I need a Note and Warrant Purchase Agreement for my South African technology startup to raise R50 million from venture capital investors, with notes converting to equity at a 20% discount during the next funding round and warrants exercisable for 3 years at a pre-determined strike price."

Document background
The Note And Warrant Purchase Agreement is a strategic financing instrument commonly used in South African corporate finance transactions when companies seek to raise capital while offering investors both debt security and potential equity participation. This document is typically employed in growth-stage financing, bridge funding scenarios, or when companies need flexible financing solutions. The agreement details the terms of both the notes (debt instruments) and warrants (right to purchase equity), including interest rates, maturity dates, conversion features, warrant exercise prices, and periods. It must comply with South African legal requirements, particularly the Companies Act 71 of 2008 and financial markets regulations. The document is especially useful when companies want to attract investors by offering the security of debt combined with the upside potential of equity participation, while maintaining current ownership structure in the immediate term.
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 the company's intention to issue notes and warrants and the purchaser's intention to acquire them

3. Definitions: Comprehensive definitions of terms used throughout the agreement

4. Purchase and Sale: Core transaction terms including purchase price, closing conditions, and mechanics of the purchase

5. Note Terms: Detailed terms of the notes including principal amount, interest rate, maturity date, and payment terms

6. Warrant Terms: Terms of the warrants including exercise price, number of shares, exercise period, and adjustment provisions

7. Representations and Warranties of the Company: Company's warranties regarding authority, valid issuance, financial statements, and business conditions

8. Representations and Warranties of the Purchaser: Purchaser's warranties regarding investment intent, sophistication, and ability to bear risk

9. Closing Conditions: Conditions that must be satisfied before the parties are obligated to complete the transaction

10. Covenants: Ongoing obligations of the parties, particularly the company's obligations regarding operation and compliance

11. Events of Default: Circumstances constituting default and corresponding remedies

12. Miscellaneous: Standard provisions including notices, amendments, governing law, and dispute resolution

Optional Sections

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

2. Board Observer Rights: Include when purchasers are granted rights to observe board meetings

3. Information Rights: Include when purchasers are entitled to receive specific company information beyond statutory requirements

4. Preemptive Rights: Include when purchasers are granted rights to participate in future financings

5. Transfer Restrictions: Include when there are specific limitations on transferability of the securities

6. Tag-Along Rights: Include when purchasers are granted rights to participate in future sales of shares

7. Security Interest: Include when the notes are secured by company assets

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 certificate including all terms and conditions

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

4. Schedule D - Disclosure Schedule: Exceptions to representations and warranties

5. Schedule E - Use of Proceeds: Detailed breakdown of how the proceeds will be used

6. Appendix A - Security Agreement: If applicable, terms of any security interest granted

7. Appendix B - Registration Rights Agreement: If applicable, detailed terms of registration rights

8. Appendix C - Legal Opinion: Form of legal opinion to be delivered at closing

Authors

Alex Denne

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

Relevant legal definitions



























































Clauses






































Relevant Industries

Technology

Biotechnology

Renewable Energy

Mining

Manufacturing

Financial Services

Healthcare

Real Estate

Infrastructure

Telecommunications

E-commerce

Software Development

Green Technology

Pharmaceutical

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Compliance

Risk Management

Investment

Corporate Secretariat

Board of Directors

Executive Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Director

Corporate Finance Manager

Legal Counsel

Investment Manager

Corporate Attorney

Finance Director

Treasury Manager

Company Secretary

Investment Analyst

Due Diligence Officer

Compliance Officer

Risk Manager

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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