Title: Delaware Sample Purchase Agreement for Sale and Issuance of Secured Senior Notes between Similar, Inc. and Levine Eastman Capital Partners II, LP Introduction: This Delaware Sample Purchase Agreement outlines the terms and conditions governing the sale and issuance of secured senior notes between Similar, Inc. and its subsidiaries and Levine Eastman Capital Partners II, LP. The agreement ensures a legally binding transaction, safeguarding the interests of both parties involved. In this document, we will provide a detailed description of the agreement, highlighting its key sections, terms, and conditions. Keywords: Delaware, Sample Purchase Agreement, sale and issuance, secured senior notes, Similar Inc., Levine Eastman Capital Partners II LP 1. Parties Involved: The Delaware Sample Purchase Agreement for the sale and issuance of secured senior notes involves two primary parties: Similarla, Inc. and its subsidiaries (referred to as the "Issuer"): A prominent company operating in [industry/sector]. — LevinEastmanan Capital Partners II, LP (referred to as the "Purchaser"): A well-established private equity firm specializing in [industry/sector]. 2. Purpose of the Agreement: The agreement aims to facilitate the sale and issuance of secured senior notes by the Issuer to the Purchaser. These secured senior notes represent a form of debt instrument that offers certain guarantees and repayment priority for the Purchaser. 3. Terms and Conditions: The Delaware Sample Purchase Agreement includes the following sections: a) Definitions: This section provides clear definitions of key terms used throughout the agreement, establishing a common understanding between the parties. b) Sale and Issuance of Secured Senior Notes: This section outlines the details of the sale and issuance, including the principal amount, maturity date, interest rate, and applicable covenants or restrictions on the Issuer. c) Security and Collateral: This section describes the assets or collateral pledged to secure the senior notes, ensuring the repayment obligations. d) Representations and Warranties: Both parties provide mutual assurances regarding their legal authority, financial condition, and compliance with laws, ensuring a transparent and trustworthy transaction. e) Closing Conditions and Deliveries: This section specifies the conditions and documents required for the closing of the transaction, including regulatory approvals and necessary filings. f) Events of Default and Remedies: The agreement covers potential scenarios of default and provides corresponding remedies for the parties involved, such as acceleration of repayment or conversion of debt into equity. g) Governing Law and Jurisdiction: The agreement stipulates that Delaware law governs its interpretation, execution, and enforcement, establishing the jurisdiction for resolving disputes. 4. Types of Delaware Sample Purchase Agreements: While not mentioned specifically, variations of the Delaware Sample Purchase Agreement may exist based on factors such as the amount of the senior notes, specific conditions or covenants, or any additional provisions negotiated between the parties. Conclusion: The Delaware Sample Purchase Agreement for the sale and issuance of secured senior notes between Similar, Inc. and Levine Eastman Capital Partners II, LP provides a comprehensive framework for a legally binding transaction. This agreement ensures that both parties' interests are protected while promoting transparency and clear communication throughout the process.