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Agreement

Convertible Note Agreement

A convertible note is a short-term debt instrument that converts into equity on a future financing or at maturity.

CONVERTIBLE NOTE AGREEMENT

This Agreement is made on [Date] between [Company] and [Investor]

  1. Parties. This Convertible Note Agreement is executed between [Company Name] (the "Company") and [Investor Name], [Address] (the "Investor" / "Noteholder").
  2. Recitals. The Investor has agreed to advance funds to the Company by way of a convertible note pending a priced equity round.
  3. Principal & Consideration. The Investor shall advance a principal sum of Rs. [Amount] on the Effective Date [Effective Date], carrying interest at [__]% per annum.
  4. 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.
  5. 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.
  6. 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.
  7. Ranking. The note shall rank senior to equity and pari passu with other convertible notes of the Company until conversion or repayment.
  8. Representations & Warranties. The Company warrants its due incorporation, authority to issue the note and that the note is validly issued.
  9. Confidentiality. The parties shall keep the terms of the note confidential save as required by law or investors.
  10. Information Rights. The Company shall provide the Investor with periodic financial and business information until conversion or repayment.
  11. Term & Termination. This Agreement subsists until the note converts into equity or is repaid in full.
  12. Governing Law & Jurisdiction. This Agreement is governed by the laws of India and subject to the jurisdiction of courts at [City].
  13. 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]
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[Investor / Noteholder]
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Witness 1: [Name & Address]
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Witness 2: [Name & Address]

Before you use it — fill in / check

  • Company
  • Investor/Noteholder
  • Principal amount/consideration
  • Effective date

How to use this template

  1. Read through and replace every [bracketed] or blank placeholder with your actual details.
  2. Delete any clause that doesn't apply and add anything specific to your situation.
  3. Click Print / Save as PDF to download, or Copy text to paste into your letterhead.
  4. Get it signed / stamped / notarised as required, and keep a copy for your records.

This is a general, editable template for convenience only — not legal advice. For anything material, have a professional review it. TaxClue isn't liable for how it's used.