Convertible Note Subscription Agreement Template for India

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Key Requirements PROMPT example:

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."

Document background
The Convertible Note Subscription Agreement is a crucial financing document used primarily by Indian startups and growing companies to raise interim funding. It's particularly useful when the company's valuation is unclear or when parties want to defer valuation discussions to a future equity round. The document structures the investment as a debt that converts to equity upon specific trigger events, typically with a discount to the next round's valuation or a valuation cap. This agreement needs to comply with Indian regulatory requirements, including the Companies Act 2013, SEBI regulations, and if foreign investment is involved, RBI guidelines. It's commonly used for bridge financing between equity rounds, early-stage investments, or strategic funding needs. The agreement includes detailed provisions on conversion mechanics, interest payments, investor rights, and company obligations, making it suitable for both domestic and foreign investments in Indian companies.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
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Technology

Software

E-commerce

Healthcare

Biotechnology

Fintech

Manufacturing

Renewable Energy

Consumer Products

Education Technology

Artificial Intelligence

Internet of Things

Clean Technology

Digital Media

Retail

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Investment

Company Secretarial

Treasury

Risk Management

Corporate Strategy

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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