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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
Authors
Affiliate
Board
Business Day
Closing
Closing Date
Company
Company Intellectual Property
Conversion Price
Conversion Rights
Event of Default
Exercise Period
Exercise Price
Financial Statements
GAAP
Governmental Authority
Indebtedness
Intellectual Property Rights
Investment Amount
Law
Material Adverse Effect
Maturity Date
Notes
Notice
Ordinary Shares
Person
Purchase Price
Purchaser
Qualified Financing
Securities Act
Security Interest
SGX
Shareholders
Subsidiary
Tax
Transaction Documents
Warrant Coverage
Warrant Shares
Warrants
Closing Conditions
Representations and Warranties
Covenants
Note Terms
Warrant Terms
Conversion Rights
Anti-dilution Protection
Registration Rights
Information Rights
Board Rights
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Events of Default
Remedies
Confidentiality
Assignment and Transfer
Amendments and Waivers
Notices
Governing Law
Dispute Resolution
Force Majeure
Termination
Indemnification
Expenses
Entire Agreement
Severability
Counterparts
Further Assurances
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