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1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale of Notes: Terms of the note purchase, including principal amount and interest rate
5. Issuance of Warrants: Terms of warrant issuance, including exercise price and period
6. Representations and Warranties: Statements of fact and assurances from both parties
7. Closing Conditions: Conditions precedent to the completion of the transaction
8. Events of Default: Circumstances constituting default and remedies
1. Registration Rights: Rights regarding registration of underlying securities when warrants are exercisable for publicly traded securities
2. Board Observer Rights: Rights to attend board meetings when investor requires governance participation
3. Information Rights: Rights to receive financial and other company information when investor requires ongoing company information
1. Form of Note: Template of the promissory note to be issued
2. Form of Warrant: Template of the warrant certificate
3. Disclosure Schedule: Exceptions to representations and warranties
4. Capitalization Table: Current and pro-forma capitalization of the company
5. Use of Proceeds: Intended application of investment proceeds
Affiliate
Agreement
Anti-Dilution Provisions
Applicable Law
Business Day
Closing
Closing Date
Company
Confidential Information
Conversion Price
Conversion Rights
Default Interest Rate
Encumbrance
Event of Default
Exercise Notice
Exercise Period
Exercise Price
Financial Statements
FSMA
Governmental Authority
Group
Indebtedness
Interest Payment Date
Interest Rate
Investment Amount
Issue Date
Maturity Date
Material Adverse Effect
Notes
Notice
Permitted Transferee
Person
Principal Amount
Purchaser
Qualified Financing
Register
Regulatory Approvals
Reserved Matter
Securities
Security
Subscription Price
Subsidiary
Tax
Transaction Documents
Transfer
Warrant Shares
Warrants
Working Day
Closing Conditions
Representations and Warranties
Note Terms
Warrant Terms
Conversion Rights
Exercise Rights
Anti-Dilution Protection
Information Rights
Registration Rights
Board Observer Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Confidentiality
Events of Default
Remedies
Transfer Restrictions
Amendments and Waivers
Notices
Assignment
Governing Law
Jurisdiction
Entire Agreement
Severability
Force Majeure
Costs and Expenses
Termination
Indemnification
Further Assurance
Counterparts
Time of Essence
No Partnership
Survival
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