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Convertible Promissory Note
"I need a Convertible Promissory Note for my fintech startup to secure a $500,000 bridge loan with a 20% conversion discount, 8% interest rate, and a valuation cap of $5 million, with the note maturing on March 15, 2025."
1. Parties: Identifies the Lender and the Company (Borrower) and their respective addresses
2. Background: Sets out the context of the loan and the company's intention to borrow funds with a conversion feature
3. Definitions: Defines key terms used throughout the document, including Maturity Date, Conversion Price, Qualifying Financing, etc.
4. Loan Amount and Interest: Specifies the principal amount, interest rate, and interest calculation method
5. Repayment Terms: Details when and how the principal and interest must be repaid if not converted
6. Conversion Rights: Describes the circumstances under which the note can be converted into equity and the conversion mechanism
7. Conversion Price: Specifies how the conversion price is determined, including any discount to qualifying financing
8. Maturity Date: States when the note becomes due and payable if not converted earlier
9. Events of Default: Lists circumstances that constitute default and the consequences
10. Representations and Warranties: Standard company representations regarding authority, binding effect, and no conflicts
11. General Provisions: Standard boilerplate provisions including notices, amendments, and governing law
1. Security: Include when the note is secured against company assets
2. Subordination: Include when the note needs to be subordinated to other company debt
3. Pre-emptive Rights: Include when giving the noteholder rights to participate in future funding rounds
4. Most Favored Nation: Include when the lender should benefit from any better terms given to future noteholders
5. Board Observer Rights: Include when the lender is granted rights to attend board meetings
6. Information Rights: Include when the lender is entitled to receive specific company financial information
7. Tag-Along Rights: Include when the noteholder should have the right to participate in any sale of company shares
8. Change of Control: Include specific provisions for what happens in a change of control before conversion
1. Conversion Mechanics: Detailed technical process for converting the note to shares
2. Form of Conversion Notice: Template notice to be used when exercising conversion rights
3. Cap Table: Current capitalization table of the company
4. Security Details: If secured, details of the security arrangement and secured assets
5. Shareholders Agreement: Key terms of the shareholders agreement that will apply post-conversion
Authors
Business Day
Change of Control
Company
Completion
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Conversion Shares
Default Event
Default Interest Rate
Discount Rate
Fully Diluted Share Capital
GST
Holder
Interest Rate
Issue Date
Lender
Liquidation Event
Maturity Date
Next Equity Financing
Note
Principal Amount
Qualifying Financing
Qualifying Financing Shares
Related Body Corporate
Repayment Date
Security Interest
Shareholder Agreement
Shares
Subscription Agreement
Valuation Cap
VWAP
Material Adverse Effect
Permitted Security Interest
Pre-Money Valuation
Post-Money Valuation
Qualifying Investment Amount
Senior Indebtedness
Subordination Agreement
Tag-Along Event
Tax
Transaction Documents
Interest
Repayment
Conversion Rights
Default
Security
Representations and Warranties
Company Covenants
Information Rights
Pre-emptive Rights
Most Favored Nation
Anti-dilution
Change of Control
Subordination
Assignment
Confidentiality
Notices
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Jurisdiction
Force Majeure
GST
Costs and Stamp Duty
Further Assurance
Time of Essence
Counterparts
Electronic Execution
Technology Startups
Fintech
Biotech
Software Development
E-commerce
Healthcare Technology
Clean Energy
Digital Media
Manufacturing
Professional Services
Consumer Products
Agricultural Technology
Legal
Finance
Corporate Development
Executive Leadership
Investment
Treasury
Compliance
Company Secretariat
CEO
CFO
Corporate Lawyer
Investment Manager
Venture Capital Associate
Angel Investor
Startup Founder
Financial Controller
Company Secretary
Legal Counsel
Investment Director
Finance Director
Business Development Manager
Corporate Development Manager
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