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The Note Subscription Agreement is a fundamental document used in Canadian debt financing transactions when a company or entity seeks to raise capital by issuing notes to investors. This agreement is essential for both private and public note offerings, though it's most commonly used in private placements relying on prospectus exemptions. The document outlines all material terms of the note subscription, including the amount being invested, interest rates, maturity dates, and any special features such as conversion rights or security. It contains crucial representations and warranties to ensure compliance with Canadian securities laws, particularly regarding prospectus exemptions and investor qualification. The agreement also addresses important regulatory requirements under provincial Securities Acts and national instruments, making it a critical tool for debt financing in the Canadian market.

1. Parties: Identification of the issuer and the subscriber, including full legal names and addresses

2. Background: Context of the note issuance, including the issuer's intention to issue notes and the subscriber's intention to subscribe

3. Definitions: Key terms used throughout the agreement, including 'Notes', 'Subscription Price', 'Closing Date', etc.

4. Subscription and Issue of Notes: Core terms of the subscription, including amount, price, and payment terms

5. Closing: Details of the closing process, timing, and deliverables

6. Representations and Warranties of the Issuer: Issuer's confirmations regarding authority, valid issuance, no conflicts, etc.

7. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding investment capacity, sophistication, and compliance with securities laws

8. Covenants: Ongoing obligations of both parties

9. Events of Default: Circumstances constituting default and consequences

10. Notices: How formal communications between parties should be made

11. General Provisions: Standard boilerplate including governing law, assignment, amendments, etc.