Convertible Debt Agreement Template for Nigeria

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Key Requirements PROMPT example:

Convertible Debt Agreement

"I need a Convertible Debt Agreement for my Nigerian technology startup to secure a $500,000 investment from a US-based venture capital firm, with a 5% interest rate and automatic conversion upon reaching a Series A funding round by March 2025."

Document background
The Convertible Debt Agreement is a sophisticated financing instrument commonly used in Nigeria's growing business ecosystem, particularly for startups and scaling companies seeking flexible funding options. This document bridges the gap between traditional debt and equity financing, offering companies a way to raise capital without immediately determining a valuation while providing investors with potential equity upside. The agreement must comply with Nigerian legal requirements, including CAMA 2020 and SEC regulations, making it suitable for both domestic and international investment scenarios. It typically includes detailed provisions on conversion triggers, price mechanisms, investor protections, and regulatory compliance requirements specific to the Nigerian jurisdiction. The document is particularly valuable for companies in their early to growth stages who need capital but want to defer valuation discussions or who are planning for a larger equity round in the future.
Suggested Sections

1. Parties: Identification of the lender(s) and borrower company, including registration details as required by Nigerian law

2. Background: Context of the agreement and relationship between the parties

3. Definitions: Key terms used throughout the agreement, including financial and technical terms

4. Loan Amount and Terms: Principal amount, interest rate, maturity date, and payment terms

5. Conversion Rights: Terms and conditions under which the debt can be converted to equity, including conversion price and mechanics

6. Conversion Price Adjustments: Mechanisms for adjusting conversion price based on corporate actions or events

7. Representations and Warranties: Statements of fact by both parties regarding their capacity, authority, and compliance with laws

8. Covenants: Ongoing obligations of the borrower company during the term of the loan

9. Events of Default: Circumstances constituting default and consequences thereof

10. Conversion Procedures: Detailed process for executing the conversion from debt to equity

11. Information Rights: Lender's rights to receive company information and financial statements

12. Assignment and Transfer: Terms governing the transfer of the convertible debt instrument

13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

14. Notices: Process for formal communications between parties

15. Boilerplate Provisions: Standard legal provisions including severability, entire agreement, and amendments

Optional Sections

1. Security: Terms of any security or collateral for the loan, used when the debt is secured

2. Board Observer Rights: Rights of lender to observe board meetings, included for larger investments

3. Pre-emptive Rights: Rights of lender to participate in future funding rounds, included for strategic investors

4. Tag-Along Rights: Rights of lender to join in sale of company shares, included for significant investments

5. Foreign Investment Provisions: Additional provisions required when lender is a foreign entity

6. Multiple Closings: Provisions for tranched investment structure, used in staged investments

7. Most Favored Nation: Provisions ensuring lender gets best terms offered to other investors, used for early-stage investments

Suggested Schedules

1. Schedule A - Conversion Notice: Form of notice to be used when exercising conversion rights

2. Schedule B - Cap Table: Current and post-conversion capitalization table of the company

3. Schedule C - Corporate Information: Details of company registration, directors, and share capital

4. Schedule D - Financial Statements: Recent financial statements of the borrower company

5. Schedule E - Calculation of Conversion Price: Detailed methodology for calculating conversion price

6. Schedule F - Required Consents: List of required regulatory and corporate approvals

7. Appendix 1 - Board Resolution: Copy of board resolution approving the convertible debt issuance

8. Appendix 2 - Shareholders' Resolution: Copy of shareholders' resolution if required under articles

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
Relevant Industries

Technology

Financial Services

Healthcare

E-commerce

Agriculture

Manufacturing

Renewable Energy

Education Technology

Telecommunications

Real Estate

Media and Entertainment

Transportation and Logistics

Retail

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Investment

Compliance

Treasury

Corporate Secretariat

Risk Management

Executive Leadership

Board of Directors

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Manager

Corporate Lawyer

Finance Director

Company Secretary

Investment Analyst

Venture Capital Associate

Private Equity Manager

Corporate Finance Manager

Business Development Director

Startup Founder

Managing Director

Investment Director

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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