[bonesinger]

A purchase agreement is going to lay out the ground rules that the convertible note is going to be issued under such as who is buying the note, who is offering, the closing date, how to handle notices, what law will govern in certain situations, how litigation will be handled; most of these are categorized as representation and warranties by the issuer of the note. There also maybe Reps. and War. that the purchaser of the note must oblige by.

This is an extremely brief definition, and not to be taken as any legal advice.

Source: my 2 semesters in transactional practice and business planning. (I'm a law student!)