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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."
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
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
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
Technology
Biotechnology
Renewable Energy
Mining
Manufacturing
Financial Services
Healthcare
Real Estate
Infrastructure
Telecommunications
E-commerce
Software Development
Green Technology
Pharmaceutical
Legal
Finance
Corporate Development
Treasury
Compliance
Risk Management
Investment
Corporate Secretariat
Board of Directors
Executive Management
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
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