Conversion Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Conversion Agreement

Conversion Agreement

1. Parties

This Convertible Note Agreement (the “Agreement”) is made and entered into as of this {{day}} day of {{month}}, {{year}} (the “Effective Date”), by and between:

{{company_name}}, a company duly incorporated under the laws of {{jurisdiction}}, with its registered office located at {{company_address}} (hereinafter referred to as the “Company”); and

{{investor_name}}, an individual residing at {{investor_address}} / a company duly incorporated under the laws of {{jurisdiction}}, with its registered office located at {{investor_address}} (hereinafter referred to as the “Investor”).

2. The Note

The Company hereby acknowledges receipt of a loan from the Investor in the principal sum of {{loan_amount}} ({{loan_amount_words}}), (the “Principal Amount”). The Company promises to pay the Principal Amount, together with any accrued and unpaid interest, to the Investor on the Maturity Date, as defined in Section 3, unless converted earlier in accordance with the terms of this Agreement.

3. Maturity Date and Interest

The maturity date of this Note shall be {{maturity_date}} (the “Maturity Date”).

Interest shall accrue on the Principal Amount at a rate of {{interest_rate}}% per annum, compounded annually. All interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed.

4. Conversion

4.1. Automatic Conversion: Upon the occurrence of a Qualified Financing (as defined below) before the Maturity Date, the outstanding Principal Amount and all accrued and unpaid interest thereon shall automatically convert into equity shares of the Company.

4.2. Optional Conversion: At any time prior to the Maturity Date, should the Company issue shares at a valuation less than the cap, the Investor may elect to convert the outstanding Principal Amount and all accrued and unpaid interest into equity shares of the Company at the conversion price defined in Section 4.3.

4.3. Conversion Price: The conversion price shall be either (a) {{discount_rate}}% of the price per share paid by investors in the Qualified Financing, or (b) the price per share resulting from a valuation cap of {{valuation_cap}} (the “Valuation Cap”), whichever results in a lower conversion price for the Investor.

5. Qualified Financing

“Qualified Financing” means the Company’s next equity financing round in which the Company raises gross proceeds of at least {{minimum_raise_amount}} from the sale of its equity securities.

6. Representations and Warranties

6.1. Company Representations: The Company represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction, and has the corporate power and authority to enter into and perform its obligations under this Agreement.

6.2. Investor Representations: The Investor represents and warrants that it has the full power and authority to enter into and perform its obligations under this Agreement and is an “accredited investor” as defined by applicable securities laws.

7. Governing Law and Dispute Resolution

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

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with the rules of the {{arbitration_body}}.

8. Miscellaneous

8.1. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral.

8.2. Amendments: No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

8.3. Assignment: Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.

8.4. Notices: All notices, requests, consents, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand, (b) when received by the addressee if sent by a nationally recognized overnight courier (return receipt requested), (c) on the date of transmission by facsimile or e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid, to the addresses set forth in Section 1.

Signature Block

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

FOR THE COMPANY:

_____________________________

Name: {{company_signatory_name}}

Title: {{company_signatory_title}}

FOR THE INVESTOR:

_____________________________

Name: {{investor_signatory_name}}

Title: {{investor_signatory_title}}

Witnessed By:

_____________________________

Name: {{witness_name}}

Date: {{witness_date}}