Unsecured Convertible Promissory Note Template for United Arab Emirates

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Key Requirements PROMPT example:

Unsecured Convertible Promissory Note

"I need an Unsecured Convertible Promissory Note for my UAE-based technology startup to secure bridge financing of AED 2 million from a venture capital firm, with a maturity date of March 15, 2025, and automatic conversion upon our Series A funding round."

Document background
The Unsecured Convertible Promissory Note is commonly used in the UAE startup and growth company ecosystem as a bridge financing tool. It provides companies with immediate access to capital while offering investors the potential upside of equity participation. This document is particularly relevant when companies need interim financing before a larger funding round or when parties want to defer company valuation discussions. The note includes essential provisions required under UAE law, such as interest rate compliance, conversion mechanisms aligned with the UAE Commercial Companies Law, and appropriate enforcement provisions. It's typically used for amounts between AED 100,000 and AED 10 million, though larger amounts are possible. The document must carefully balance Sharia compliance considerations with conventional financing mechanisms, making it suitable for both traditional and Islamic finance structures in the UAE market.
Suggested Sections

1. Parties: Identification of the Lender and Borrower, including full legal names and addresses

2. Background: Context of the loan arrangement and purpose of the convertible note

3. Definitions: Key terms used throughout the document, including 'Conversion Price', 'Maturity Date', 'Qualifying Financing', etc.

4. Loan Amount and Interest: Principal amount, interest rate, and calculation method

5. Repayment Terms: Payment schedule, maturity date, and prepayment provisions

6. Conversion Rights: Terms and conditions for converting the note into equity, including trigger events and conversion price mechanisms

7. Events of Default: Circumstances constituting default and consequences thereof

8. Representations and Warranties: Statements of fact and assurances from both parties

9. Security: Confirmation that the note is unsecured and ranks equally with other unsecured debt

10. Assignment and Transfer: Rights and restrictions regarding transfer of the note

11. Notices: Communication requirements and contact details

12. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for disputes

Optional Sections

1. Subordination: Include when the note needs to be subordinated to other debt obligations

2. Board Observer Rights: Include when the lender is granted rights to attend board meetings

3. Information Rights: Include when the lender is entitled to receive specific company information

4. Most Favored Nation: Include when the lender should benefit from more favorable terms given to future note holders

5. Registration Rights: Include when conversion shares may need to be registered for public trading

6. Tax Provisions: Include when specific tax treatments or obligations need to be addressed

7. Shareholder Approval: Include when conversion requires existing shareholder approval

Suggested Schedules

1. Schedule 1 - Conversion Mechanics: Detailed calculations and procedures for converting the note to equity

2. Schedule 2 - Form of Conversion Notice: Template notice for exercising conversion rights

3. Schedule 3 - Cap Table: Current and post-conversion capitalization table

4. Schedule 4 - Corporate Information: Key company details including registration numbers and existing security interests

5. Appendix A - Disclosure Schedule: Exceptions to representations and warranties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries

Technology

Financial Services

Healthcare

E-commerce

Real Estate

Manufacturing

Renewable Energy

Telecommunications

Professional Services

Retail

Education Technology

Biotechnology

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Compliance

Risk Management

Investment

Corporate Secretarial

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Investment Manager

Legal Counsel

Corporate Lawyer

Finance Director

Investment Banker

Venture Capitalist

Business Development Manager

Company Secretary

Compliance Officer

Treasury Manager

Financial Controller

Managing Director

Board Member

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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