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Convertible Note Purchase Agreement
"I need a Convertible Note Purchase Agreement under German law for my Berlin-based software startup to raise €500,000 from an angel investor, with a 20% discount rate on the next financing round and a €5M valuation cap, targeting closing by March 2025."
1. Parties: Identification of the issuing company and the note purchaser(s)
2. Background: Context of the agreement and purpose of the convertible note issuance
3. Definitions: Definitions of key terms used throughout the agreement
4. Purchase and Sale of Notes: Core terms of the note purchase, including principal amount, purchase price, and closing mechanics
5. Terms of Notes: Fundamental characteristics including interest rate, maturity date, and repayment terms
6. Conversion Rights: Detailed provisions regarding conversion mechanism, timing, and price calculation
7. Representations and Warranties of the Company: Company's confirmations regarding its status, authority, and business condition
8. Representations and Warranties of the Purchaser: Purchaser's confirmations regarding investment capacity and sophistication
9. Information Rights: Purchaser's rights to receive company information and financial statements
10. Events of Default: Circumstances constituting default and corresponding remedies
11. Miscellaneous: Standard provisions including notices, amendments, governing law, and jurisdiction
1. Pre-emptive Rights: Optional section for granting note holders rights to participate in future financing rounds
2. Board Observation Rights: Optional provisions granting investors rights to observe board meetings
3. Most Favored Nation: Optional protection ensuring investors receive best terms offered in subsequent convertible note issuances
4. Tag-Along Rights: Optional co-sale rights in case of significant share transfers
5. Registration Rights: Optional section relevant if future IPO is contemplated
6. Subordination Provisions: Optional section required if notes need to be subordinated to other debt
7. Tax Provisions: Detailed tax-related provisions, needed if specific tax treatment is intended
1. Form of Note: The formal convertible note certificate or instrument
2. Capitalization Table: Current capital structure of the company
3. Disclosure Schedule: Exceptions to company representations and warranties
4. Form of Conversion Notice: Template for exercising conversion rights
5. Investment Representation Letter: Investor's confirmation of sophisticated investor status
6. Corporate Resolutions: Company's authorization for note issuance
7. Shareholders' Resolution: If required under articles of association for note issuance
Authors
Affiliate
Articles of Association
Business Day
Change of Control
Closing
Closing Date
Company
Confidential Information
Conversion
Conversion Date
Conversion Notice
Conversion Period
Conversion Price
Conversion Rights
Conversion Shares
Corporate Transaction
Default Interest Rate
Encumbrance
Event of Default
Exit Event
Financial Statements
Fully Diluted Share Capital
German GAAP
Indebtedness
Interest Rate
Investment Amount
IPO
Issue Date
Material Adverse Effect
Maturity Date
Next Equity Financing
Note Certificate
Noteholder
Notes
Notice
Participating Share Capital
Party/Parties
Permitted Transfer
Person
Pre-money Valuation
Principal Amount
Qualified Financing
Repayment Date
Securities
Security Interest
Shareholders
Shareholders' Agreement
Shares
Subscription Rights
Subsidiary
Transaction Documents
Valuation Cap
Note Terms
Interest
Maturity
Conversion Rights
Prepayment
Representations and Warranties
Information Rights
Confidentiality
Default
Acceleration
Security
Assignment
Subordination
Most Favored Nation
Pre-emptive Rights
Tag-Along Rights
Board Rights
Amendment
Notices
Governing Law
Jurisdiction
Severability
Force Majeure
Entire Agreement
Costs and Expenses
Tax
Further Assurance
Waiver
Termination
Technology
Software
Biotechnology
Clean Energy
E-commerce
Financial Technology
Healthcare
Manufacturing
Media and Entertainment
Telecommunications
Real Estate Technology
Transportation and Logistics
Consumer Goods
Education Technology
Legal
Finance
Corporate Development
Treasury
Executive Leadership
Investment
Corporate Governance
Compliance
Business Development
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Investment Manager
Corporate Lawyer
Finance Director
Venture Capital Partner
Investment Director
Corporate Development Manager
Treasury Manager
Financial Controller
Company Secretary
Business Development Director
Startup Founder
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