Convertible Notes Agreement Template for Germany

1. Most Favored Nation Provision: Used when parties want to ensure that if better terms are offered to future note holders, these terms will also apply to existing holders

2. Pre-emptive Rights: Included when note holders are given rights to participate in future financing rounds

3. Board Observer Rights: When investors are granted rights to attend and observe board meetings

4. Tag-Along Rights: Include when note holders should have the right to participate in sales of company shares

5. Security Interest: Used when the notes are to be secured by company assets

6. Subordination Provisions: Required when the notes need to be subordinated to other company debt

7. Collective Action Provisions: Include when multiple note holders need to act together for certain decisions

1. Schedule 1: Form of Note Certificate: Template of the actual note certificate to be issued

2. Schedule 2: Capitalization Table: Current capital structure of the company

3. Schedule 3: Conversion Calculations: Detailed methodology and examples of conversion calculations

4. Schedule 4: Company Information: Key company details including corporate registration information

5. Schedule 5: Subscription Form: Form for investors to complete when subscribing for notes

6. Schedule 6: Conversion Notice: Template form for exercising conversion rights

7. Appendix A: Corporate Resolutions: Copies of relevant corporate approvals for note issuance

8. Appendix B: Investor Qualification Forms: Forms confirming investor status and eligibility