Convertible Note Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

CONVERTIBLE NOTE AGREEMENT

This Convertible Note Agreement (the “Agreement”) is made and entered into as of {{date_of_agreement}} (the “Effective Date”) by and between:

**{{issuer_company_name}}**, a company incorporated in {{jurisdiction}}, with its registered office at {{issuer_company_address}} (hereinafter referred to as the “Company”); and

**{{investor_name}}**, an individual/entity residing at/with its registered office at {{investor_address}} (hereinafter referred to as the “Investor”).

collectively, the “Parties”.

1. THE NOTE

1.1. **Principal Amount.** The Company hereby promises to pay to the Investor the principal sum of {{principal_amount}}, together with accrued interest thereon, on the terms and conditions set forth herein (the “Note”).

1.2. **Interest Rate.** The outstanding principal balance of the Note shall bear simple interest at the rate of {{interest_rate}}% per annum, calculated on the basis of a 365-day year and actual days elapsed, commencing from the Effective Date.

2. MATURITY DATE

2.1. The entire unpaid principal amount of this Note, together with all accrued and unpaid interest thereon, shall become due and payable on {{maturity_date}} (the “Maturity Date”), unless converted earlier in accordance with the terms of this Agreement.

3. CONVERSION

3.1. **Qualified Financing Conversion.** Upon the closing of an equity financing round of the Company in which the Company sells shares of its capital stock for aggregate gross proceeds of at least {{qualified_financing_threshold}} (excluding the conversion of this Note and other convertible notes) (a “Qualified Financing”), the outstanding principal amount of this Note and all accrued and unpaid interest thereon shall automatically convert into shares of the Company’s capital stock issued in such Qualified Financing at a conversion price equal to {{discount_rate}}% of the price per share paid by the investors in the Qualified Financing.

3.2. **Maturity Conversion.** If a Qualified Financing has not occurred prior to the Maturity Date, then at the election of the Investor, all outstanding principal and accrued interest under this Note shall convert into shares of {{equity_type_at_maturity}} of the Company at a pre-money valuation of {{valuation_cap_at_maturity}} (the “Valuation Cap”), or a conversion price equal to the then-current fair market value of such shares as determined by the board of directors of the Company in good faith.

3.3. **Change of Control.** In the event of a Change of Control (as defined below) before the conversion or repayment of this Note, the Investor shall have the option to either (a) receive a payment equal to {{change_of_control_payout_multiple}} times the outstanding principal and accrued interest of the Note, or (b) convert the Note into shares of common stock at the Valuation Cap.

4. REPRESENTATIONS AND WARRANTIES

4.1. **Company’s Representations.** The Company represents and warrants to the Investor that (a) it is duly organised, validly existing, and in good standing under the laws of {{jurisdiction}}; (b) it has the corporate power and authority to enter into and perform its obligations under this Agreement; and (c) the execution and delivery of this Agreement will not conflict with or violate any other agreement to which the Company is a party.

4.2. **Investor’s Representations.** The Investor represents and warrants to the Company that (a) it has the full power and authority to enter into and perform its obligations under this Agreement; and (b) it is acquiring this Note for investment purposes only and not with a view to resale or distribution.

5. GOVERNING LAW AND DISPUTE RESOLUTION

5.1. This Agreement shall be governed by and construed in accordance with the laws of {{applicable_law_jurisdiction}}.

5.2. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by arbitration in {{arbitration_location}} in accordance with the rules of the {{arbitration_centre}} (the “Rules”). The arbitral tribunal shall consist of a single arbitrator appointed in accordance with the Rules. The language of the arbitration shall be English.

6. MISCELLANEOUS

6.1. **Notices.** All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at their respective addresses set forth above (or to such other address that may be designated by the receiving party from time to time in accordance with this Section).

6.2. **Amendments and Waivers.** No amendment to this Agreement shall be effective unless it is in writing and signed by an authorized representative of each party.

6.3. **Severability.** If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

6.4. **Entire Agreement.** This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

IN WITNESS WHEREOF, the Parties have executed this Convertible Note Agreement as of the Effective Date.

**FOR THE COMPANY:**

_____________________________

Name: {{company_signer_name}}

Title: {{company_signer_title}}

**FOR THE INVESTOR:**

_____________________________

Name: {{investor_signer_name}}

Title: {{investor_signer_title}} (if applicable)