CONVERTIBLE NOTE AGREEMENT
This Agreement is made on [Date] between [Company] and [Investor]
- Parties. This Convertible Note Agreement is executed between [Company Name] (the "Company") and [Investor Name], [Address] (the "Investor" / "Noteholder").
- Recitals. The Investor has agreed to advance funds to the Company by way of a convertible note pending a priced equity round.
- Principal & Consideration. The Investor shall advance a principal sum of Rs. [Amount] on the Effective Date [Effective Date], carrying interest at [__]% per annum.
- Conversion Event. On a Qualified Financing (equity raise of at least Rs. [__]), the outstanding principal and interest shall automatically convert into equity of the same class.
- Valuation Cap & Discount. Conversion shall be at the lower of a valuation cap of Rs. [Cap] or a discount of [__]% to the price of the Qualified Financing.
- Maturity & Obligations. If no Qualified Financing occurs by the Maturity Date [Date], the note shall, at the Investor's option, convert at the cap or be repaid with interest.
- Ranking. The note shall rank senior to equity and pari passu with other convertible notes of the Company until conversion or repayment.
- Representations & Warranties. The Company warrants its due incorporation, authority to issue the note and that the note is validly issued.
- Confidentiality. The parties shall keep the terms of the note confidential save as required by law or investors.
- Information Rights. The Company shall provide the Investor with periodic financial and business information until conversion or repayment.
- Term & Termination. This Agreement subsists until the note converts into equity or is repaid in full.
- Governing Law & Jurisdiction. This Agreement is governed by the laws of India and subject to the jurisdiction of courts at [City].
- Dispute Resolution. Disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, seated at [City].
IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above.
___
For [Company Name]
For [Company Name]
___
[Investor / Noteholder]
[Investor / Noteholder]
___
Witness 1: [Name & Address]
Witness 1: [Name & Address]
___
Witness 2: [Name & Address]
Witness 2: [Name & Address]