Title: Oregon Sample Purchase Agreement: Sale and Issuance of Secured Senior Notes between Similar, Inc. and Levine Eastman Capital Partners II, LP Keywords: Oregon, Sample Purchase Agreement, Similar, Inc., Levine Eastman Capital Partners II, LP, sale, issuance, secured senior notes Introduction: The following is a detailed description of an Oregon Sample Purchase Agreement between Similar, Inc., and its subsidiaries and Levine Eastman Capital Partners II, LP. This agreement pertains to the sale and issuance of secured senior notes. This content provides an overview of the agreement, its purpose, and key terms and conditions mentioned in the contract. 1. Definitions: — Definitions of important terms used throughout the agreement, including "Issuer," "Purchasers," "Securities," and "Secured Senior Notes." 2. Parties to the Agreement: — Description of the entities involved in the agreement: Similar, Inc., its subsidiaries (if applicable), and Levine Eastman Capital Partners II, LP. 3. Purpose of the Agreement: — Explanation of the primary objective of the agreement, emphasizing the sale and issuance of secured senior notes to Levine Eastman Capital Partners II, LP. 4. Terms of the Agreement: — Detailed outline of key terms and conditions specified in the agreement, such as: a. Purchase Price: Stating the agreed-upon price for the senior notes. b. Note Interest Rate: Description of the interest rate applied to the notes. c. Maturity Date: Specify the date by which the notes must be repaid. d. Collateral: Details about the collateral securing the notes. e. Payment Provisions: Explanation of how interest and principal payments will be made. f. Representations and Warranties: Assurances made by both parties regarding the agreement's validity and accuracy. 5. Covenants and Restrictions: — Discussion of any covenants, restrictions, or obligations set forth in the agreement, including limitations on financial transactions, debt occurrence, and change of control provisions. 6. Conditions Precedent: — Overview of the conditions required to be met before the agreement can be considered binding, such as regulatory approvals, board resolutions, or the completion of due diligence. 7. Governing Law and Jurisdiction: — Mention of the choice of governing law (Oregon) and stipulated jurisdiction for any disputes arising from the agreement. 8. Confidentiality and Non-Disclosure: — Explanation of the confidentiality provisions, protecting sensitive information shared between the parties during their transaction. Different Types of Oregon Sample Purchase Agreement: 1. Oregon Sample Purchase Agreement between Similar, Inc., and Levine Eastman Capital Partners II, LP for Unsecured Senior Notes. — This agreement focuses on the sale and issuance of unsecured senior notes rather than secured notes, thus differentiating it from the primary agreement. 2. Oregon Sample Purchase Agreement between Similar, Inc., and Levine Eastman Capital Partners II, LP for Convertible Senior Notes. — This agreement pertains to the issuance and sale of convertible senior notes, providing an opportunity for the purchasers to convert the notes into equity shares of the issuer. Note: The different types mentioned above are hypothetical examples intended to showcase potential variations of the Oregon Sample Purchase Agreement based on unique circumstances and needs. The actual agreement may differ depending on the parties' requirements and legal considerations.