Illinois Sample Purchase Agreement between Similar, Inc., and its subsidiaries and Levine Eastman Capital Partners II, LP regarding the sale and issuance of secured senior notes: 1. Introduction: The Illinois Sample Purchase Agreement governs the terms and conditions of the sale and issuance of secured senior notes between Similar, Inc., (the "Company") and its subsidiaries, and Levine Eastman Capital Partners II, LP (the "Purchaser") in the state of Illinois. This agreement ensures clarity and outlines the rights and obligations of both parties involved. 2. Parties Involved: a. Similar, Inc.: Similar, Inc., is a company incorporated under the laws of Illinois and its subsidiaries (collectively, the "Company"), engaged in [insert brief description of the Company's business activities]. b. Levine Eastman Capital Partners II, LP: Levine Eastman Capital Partners II, LP, is a private equity firm specializing in investments and acquisitions. 3. Purpose: This agreement pertains to the sale and issuance of secured senior notes by the Company to the Purchaser. The purpose of the agreement is to set forth the terms of the transaction, including the purchase price, conditions, representations, warranties, and covenants. 4. Transaction Details: a. Secured Senior Notes: The Company will issue secured senior notes to the Purchaser, representing debt obligations of the Company. b. Purchase Price: The agreement will specify the purchase price agreed upon between the Company and the Purchaser for the secured senior notes. c. Closing Date: The date on which the transaction will be completed, including the exchange of consideration and transfer of the notes. 5. Representations and Warranties: a. By the Company: The Company will provide representations and warranties regarding its authority, the validity of the notes, absence of liens, and compliance with laws, among others. b. By the Purchaser: The Purchaser will provide representations and warranties related to its authority, the availability of funds, and acknowledgement of the risks associated with the investment. 6. Conditions Precedent: The agreement will outline the conditions that need to be fulfilled before the transaction can be completed. This may include obtaining regulatory approvals, consents, and other necessary actions. 7. Events of Default or Termination: The agreement will define circumstances that may lead to default or termination of the agreement by either party. This includes failure to comply with covenants, breach of representations and warranties, or insolvency events. 8. Governing Law and Dispute Resolution: The agreement will specify that it is governed by and interpreted under the laws of the state of Illinois. Dispute resolution mechanisms, such as arbitration or litigation, will be addressed in this section. Types of Illinois Sample Purchase Agreements: 1. Illinois Sample Purchase Agreement for Secured Senior Notes with Conversion Option: This type of agreement includes provisions allowing the Purchaser to convert the notes into equity shares of the Company under certain conditions. 2. Illinois Sample Purchase Agreement for Secured Senior Notes with Warrant Coverage: This agreement provides the Purchaser with additional warrant coverage, allowing them the right to purchase additional equity shares of the Company at a predetermined price. 3. Illinois Sample Purchase Agreement for Secured Senior Notes with Callable Options: This type of agreement grants the Company the right to redeem or "call" the notes before their scheduled maturity date, subject to certain terms and conditions. Note: The specific terms of the agreement, such as purchase price, conditions, representations, and warranties, will vary depending on the negotiations between the parties involved. It is recommended to consult legal professionals for tailored advice and drafting of the purchase agreement.
Illinois Sample Purchase Agreement between Similar, Inc., and its subsidiaries and Levine Eastman Capital Partners II, LP regarding the sale and issuance of secured senior notes: 1. Introduction: The Illinois Sample Purchase Agreement governs the terms and conditions of the sale and issuance of secured senior notes between Similar, Inc., (the "Company") and its subsidiaries, and Levine Eastman Capital Partners II, LP (the "Purchaser") in the state of Illinois. This agreement ensures clarity and outlines the rights and obligations of both parties involved. 2. Parties Involved: a. Similar, Inc.: Similar, Inc., is a company incorporated under the laws of Illinois and its subsidiaries (collectively, the "Company"), engaged in [insert brief description of the Company's business activities]. b. Levine Eastman Capital Partners II, LP: Levine Eastman Capital Partners II, LP, is a private equity firm specializing in investments and acquisitions. 3. Purpose: This agreement pertains to the sale and issuance of secured senior notes by the Company to the Purchaser. The purpose of the agreement is to set forth the terms of the transaction, including the purchase price, conditions, representations, warranties, and covenants. 4. Transaction Details: a. Secured Senior Notes: The Company will issue secured senior notes to the Purchaser, representing debt obligations of the Company. b. Purchase Price: The agreement will specify the purchase price agreed upon between the Company and the Purchaser for the secured senior notes. c. Closing Date: The date on which the transaction will be completed, including the exchange of consideration and transfer of the notes. 5. Representations and Warranties: a. By the Company: The Company will provide representations and warranties regarding its authority, the validity of the notes, absence of liens, and compliance with laws, among others. b. By the Purchaser: The Purchaser will provide representations and warranties related to its authority, the availability of funds, and acknowledgement of the risks associated with the investment. 6. Conditions Precedent: The agreement will outline the conditions that need to be fulfilled before the transaction can be completed. This may include obtaining regulatory approvals, consents, and other necessary actions. 7. Events of Default or Termination: The agreement will define circumstances that may lead to default or termination of the agreement by either party. This includes failure to comply with covenants, breach of representations and warranties, or insolvency events. 8. Governing Law and Dispute Resolution: The agreement will specify that it is governed by and interpreted under the laws of the state of Illinois. Dispute resolution mechanisms, such as arbitration or litigation, will be addressed in this section. Types of Illinois Sample Purchase Agreements: 1. Illinois Sample Purchase Agreement for Secured Senior Notes with Conversion Option: This type of agreement includes provisions allowing the Purchaser to convert the notes into equity shares of the Company under certain conditions. 2. Illinois Sample Purchase Agreement for Secured Senior Notes with Warrant Coverage: This agreement provides the Purchaser with additional warrant coverage, allowing them the right to purchase additional equity shares of the Company at a predetermined price. 3. Illinois Sample Purchase Agreement for Secured Senior Notes with Callable Options: This type of agreement grants the Company the right to redeem or "call" the notes before their scheduled maturity date, subject to certain terms and conditions. Note: The specific terms of the agreement, such as purchase price, conditions, representations, and warranties, will vary depending on the negotiations between the parties involved. It is recommended to consult legal professionals for tailored advice and drafting of the purchase agreement.
