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Convertible Notes Agreement
"I need a Convertible Notes Agreement for my UK-based fintech startup to raise £500,000 from three angel investors, with a 2-year maturity date and 8% interest rate, convertible upon a Series A round of at least £2 million by March 2025."
1. Parties: Identification of the issuer and noteholder(s)
2. Background: Context of the note issuance and purpose of the investment
3. Definitions: Key terms used throughout the agreement
4. Subscription and Issue: Terms of note subscription and issuance
5. Interest: Interest rate and payment terms
6. Conversion Rights: Terms and conditions for converting notes to equity
7. Repayment: Terms for repayment of principal
8. Events of Default: Circumstances constituting default and consequences
1. Security: Terms of any security provided for the notes - used when notes are secured against company assets
2. Subordination: Ranking of notes against other company debt - used when company has multiple layers of debt
3. Information Rights: Noteholder rights to company information - used when investors require specific reporting rights
4. Tag-Along Rights: Rights to participate in sale of company shares - used when requested by sophisticated investors
1. Form of Conversion Notice: Standard form for exercising conversion rights
2. Capitalization Table: Current and post-conversion capital structure
3. Note Certificate: Form of certificate evidencing the notes
4. Conditions Precedent: List of conditions to be satisfied before completion
Authors
Applicable Law
Business Day
Change of Control
Company
Completion
Completion Date
Conditions Precedent
Confidential Information
Conversion
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Conversion Shares
Default Interest Rate
Encumbrance
Event of Default
Exit Event
Financial Year
Group
Initial Public Offering (IPO)
Interest
Interest Payment Date
Interest Rate
Investment Amount
Maturity Date
Next Funding Round
Note Certificate
Noteholder
Notes
Ordinary Shares
Qualifying Financing
Redemption
Redemption Date
Relevant Indebtedness
Security
Shareholders' Agreement
Subscription Amount
Subsidiary
Tax
Transaction Documents
Valuation Cap
Warranties
Subscription
Interest
Conversion Rights
Conversion Mechanics
Redemption
Repayment
Events of Default
Representations and Warranties
Security
Subordination
Information Rights
Covenants
Confidentiality
Assignment and Transfer
Drag Along Rights
Tag Along Rights
Pre-emption Rights
Anti-dilution Protection
Board Representation
Notices
Amendment and Waiver
Costs and Expenses
Governing Law
Jurisdiction
Entire Agreement
Severability
Further Assurance
Counterparts
Third Party Rights
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