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Note And Warrant Purchase Agreement
"Need a Note and Warrant Purchase Agreement for our Singapore-based AI startup raising $5 million from three institutional investors, with a 20% warrant coverage and 18-month maturity, closing planned for March 2025."
1. Parties: Identification of the company issuing notes/warrants and the 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 price and quantity
5. Closing Conditions: Prerequisites for completing the transaction
6. Representations and Warranties: Statements of fact by both parties
7. Covenants: Ongoing obligations of the parties
8. Events of Default: Circumstances constituting default and consequences
9. Remedies: Rights and remedies available to parties in case of default or breach
10. Miscellaneous: Standard boilerplate provisions including governing law, notices, and amendments
1. Registration Rights: Rights regarding registration of securities when public offering is contemplated
2. Board Observation Rights: Investor rights to observe board meetings, typically for significant investments
3. Tag-Along Rights: Co-sale rights for investors when requested by major investors
4. Information Rights: Investor rights to receive financial and other company information
5. Participation Rights: Rights to participate in future financing rounds
1. Form of Note: Template of the actual promissory note
2. Form of Warrant: Template of the warrant certificate
3. Capitalization Table: Current and post-investment capital structure
4. Disclosure Schedule: Exceptions to representations and warranties
5. Investment Terms: Detailed terms of the investment including pricing and exercise periods
6. Corporate Resolutions: Board and/or shareholder resolutions authorizing the transaction
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