California Sample Note Purchase Agreement between Access Corp. and Ocean her Grin ten, N.V. This California Sample Note Purchase Agreement outlines the terms and conditions governing the purchase of promissory notes between Access Corp. (hereinafter referred to as the "Seller") and Ocean her Grin ten, N.V. (hereinafter referred to as the "Buyer"). This agreement encompasses various types of Note Purchase Agreements that may be entered into by the parties involved, including but not limited to: 1. Convertible Note Purchase Agreement: This type of agreement allows the buyer to convert the purchased promissory notes into equity or common stock at a later date, according to the terms specified in the agreement. 2. Secured Note Purchase Agreement: This agreement includes provisions wherein the purchased notes are secured by certain assets or collateral, providing an added layer of protection for the buyer. 3. Unsecured Note Purchase Agreement: Unlike the secured agreement, this type does not involve collateral to secure the purchased notes, leaving the buyer with a higher level of risk. The California Sample Note Purchase Agreement between Access Corp. and Ocean her Grin ten, N.V. includes essential provisions such as: 1. Parties involved: Clearly identifying the Seller and Buyer in the agreement. 2. Purchase price: Specifies the agreed-upon price at which the Buyer purchases the promissory notes from the Seller. 3. Payment terms: Outlines the terms and schedule regarding the payment of the purchase price, including any interest or fees, if applicable. 4. Representations and warranties: Details the statements and assurances made by the Seller regarding the validity, enforceability, and accuracy of the promissory notes being sold. 5. Due diligence: Allows the Buyer to conduct a thorough examination of the Seller’s financial records, statements, and other relevant documentation before finalizing the purchase. 6. Conditions precedent: Lists the conditions that must be fulfilled before the Buyer is obligated to complete the purchase, such as obtaining necessary regulatory approvals or satisfactory results from the due diligence process. 7. Indemnification and liability: Establishes the responsibilities of each party should there be any breaches of the agreement or claims arising from the transaction. 8. Governing law and jurisdiction: States that the agreement is subject to California law and designates the jurisdiction where any disputes shall be resolved. This California Sample Note Purchase Agreement aims to protect the interests of both the Seller and the Buyer and provides a clear framework for the purchase and sale of promissory notes. However, it is important to note that specific agreements may vary depending on individual circumstances and negotiations between the parties involved.