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Convertible Note Subscription Agreement
"I need a Convertible Note Subscription Agreement for my Indian tech startup to receive USD 500,000 from a US-based investor, with a 15% discount rate on the next funding round, 8% annual interest, and a maturity date of March 1, 2025."
1. Parties: Identifies the company issuing the convertible notes and the investor(s) subscribing to them
2. Background: Explains the context of the agreement, including the company's intention to raise funds through convertible notes
3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation rules
4. Subscription and Issue: Details the subscription amount, issue price, and mechanics of the note subscription
5. Conditions Precedent: Lists conditions that must be satisfied before the investment is made
6. Closing: Specifies the closing process, timing, and deliverables
7. Conversion Terms: Details the conversion mechanism, including trigger events, conversion price calculation, and process
8. Interest: Specifies interest rate, calculation method, and payment terms
9. Company Representations and Warranties: Standard representations and warranties given by the company
10. Investor Representations and Warranties: Standard representations and warranties given by the investor
11. Information Rights: Specifies the company's obligations to provide financial and other information to the investor
12. Events of Default: Lists circumstances constituting default and consequences thereof
13. Transfer Restrictions: Details restrictions on transfer of the convertible notes
14. Confidentiality: Provisions regarding confidential information and its protection
15. Notices: Specifies how formal notices should be given between parties
16. Governing Law and Jurisdiction: Specifies Indian law as governing law and jurisdiction for disputes
17. Miscellaneous: Standard boilerplate provisions including amendments, waivers, and severability
1. Tag-Along Rights: Optional provision giving investors the right to join in if founders sell their shares - typically included for larger investments
2. Pre-emptive Rights: Gives investors right to participate in future funding rounds - include if specifically negotiated
3. Board Observer Rights: Grants investors right to appoint board observer - typically for strategic investors
4. Most Favored Nation Clause: Ensures investor gets best terms offered to future note holders - include for early-stage investments
5. Anti-dilution Protection: Protects investor from dilution in certain circumstances - include for larger investments
6. Founder Commitments: Specific commitments from founders including non-compete - include for key founder-dependent businesses
7. FATCA Compliance: Additional provisions for US investors - include only if US persons are investing
8. KYC Requirements: Additional KYC provisions - include for foreign investors or regulated entities
1. Schedule 1 - Form of Convertible Note Certificate: Template of the actual note certificate to be issued
2. Schedule 2 - Cap Table: Current capitalization table of the company
3. Schedule 3 - Company Information: Detailed company information including corporate and financial details
4. Schedule 4 - Conditions Precedent Documents: List of documents and conditions to be satisfied before closing
5. Schedule 5 - Conversion Mechanics: Detailed procedures and calculations for conversion
6. Schedule 6 - Warranties: Detailed list of company warranties
7. Schedule 7 - Copy of Board Resolution: Company's board resolution approving the note issuance
8. Schedule 8 - Compliance Certificates: Required regulatory and compliance certificates
Authors
Agreement
Applicable Law
Board
Business Day
Closing
Closing Date
Company
Conditions Precedent
Confidential Information
Conversion
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Conversion Shares
Convertible Note Certificate
Director
Discounted Conversion Price
Encumbrance
Event of Default
Financial Year
Fully Diluted Share Capital
FEMA
Governmental Authority
Indian GAAP
Interest Rate
Investment Amount
Investor
IPO
Issue Price
Maturity Date
Material Adverse Effect
Next Equity Financing
Note
Noteholder
Ordinary Course of Business
Parties
Person
Qualified Financing
Qualified Financing Price
RBI
Related Party
Relevant Securities
SEBI
Shareholders
Shares
Subscription Amount
Subsidiary
Tax
Transaction Documents
Transfer
Valuation Cap
Warranties
Investment Terms
Note Issuance
Interest
Conversion Rights
Maturity
Default
Representations and Warranties
Covenants
Information Rights
Confidentiality
Transfer Restrictions
Pre-emptive Rights
Tag-Along Rights
Most Favored Nation
Board Rights
Anti-dilution
Events of Default
Remedies
Exit Rights
Drag Along
Regulatory Compliance
Foreign Investment
Notices
Assignment
Amendment
Waiver
Severability
Entire Agreement
Governing Law
Dispute Resolution
Force Majeure
Indemnification
Termination
Stamp Duty
Costs
Further Assurance
Technology
Software
E-commerce
Healthcare
Biotechnology
Fintech
Manufacturing
Renewable Energy
Consumer Products
Education Technology
Artificial Intelligence
Internet of Things
Clean Technology
Digital Media
Retail
Legal
Finance
Corporate Development
Compliance
Executive Leadership
Investment
Company Secretarial
Treasury
Risk Management
Corporate Strategy
Chief Executive Officer
Chief Financial Officer
General Counsel
Corporate Lawyer
Investment Manager
Venture Capital Associate
Company Secretary
Finance Director
Legal Counsel
Investment Banker
Startup Founder
Managing Director
Chief Legal Officer
Corporate Development Manager
Investment Analyst
Compliance Officer
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