Convertible Note Agreement

{{company_name}}

{{company_address}}

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

Convertible Note Agreement

Convertible Note Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

CONVERTIBLE NOTE AGREEMENT

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

**{{issuer_company_name}}**, a company incorporated under the laws of {{issuer_jurisdiction}}, with its registered office at {{issuer_registered_address}} (the “Issuer”); and

**{{investor_name}}**, a {{investor_entity_type}} incorporated under the laws of {{investor_jurisdiction}}, with its registered office at {{investor_registered_address}} (the “Investor”).

1. THE NOTE

1.1 The Issuer hereby promises to pay to the Investor the principal sum of **{{principal_amount_currency}} {{principal_amount}}** (the “Principal Amount”) on the Maturity Date (as defined below), together with simple interest thereon at the rate of {{interest_rate}}% per annum (the “Interest Rate”).

1.2 This Note is unsecured.

2. MATURITY DATE

2.1 The “Maturity Date” shall be {{maturity_date}}, or such earlier date as this Note may become due and payable in accordance with the terms hereof.

3. CONVERSION

3.1 **Automatic Conversion:** Upon the closing of a Qualified Financing (as defined below), the unpaid Principal Amount and any accrued but unpaid interest thereon shall automatically convert into {{type_of_equity}} of the Issuer at a conversion price equal to {{discount_rate}}% of the price per share paid by the investors in the Qualified Financing.

3.2 **Optional Conversion:** At any time prior to the Maturity Date, at the option of the Investor, this Note may be converted into {{type_of_equity}} of the Issuer at a conversion price calculated based on a valuation cap of {{valuation_cap_currency}} {{valuation_cap}}.

3.3 **Qualified Financing:** A “Qualified Financing” shall mean the sale and issuance by the Issuer of its {{type_of_equity}} to investors for aggregate gross proceeds of not less than {{qualified_financing_threshold_currency}} {{qualified_financing_threshold}}.

4. EVENTS OF DEFAULT

4.1 The occurrence of any of the following shall constitute an “Event of Default” under this Agreement:

(a) failure to pay any principal or interest due hereunder within {{grace_period_days}} days of the due date;

(b) breach of any material covenant or agreement contained in this Agreement by the Issuer;

(c) insolvency or bankruptcy of the Issuer.

5. REMEDIES ON DEFAULT

5.1 Upon the occurrence of an Event of Default, the Investor may, at its option, declare the entire unpaid Principal Amount and all accrued and unpaid interest immediately due and payable.

6. GOVERNING LAW AND JURISDICTION

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

6.2 Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{arbitration_jurisdiction}}.

7. MISCELLANEOUS

7.1 **Entire Agreement:** This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof.

7.2 **Amendments:** No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.

7.3 **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.

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

**ISSUER:**

{{issuer_company_name}}

By: ___________________________

Name: {{issuer_signatory_name}}

Title: {{issuer_signatory_title}}

Date: {{issuer_signature_date}}

**INVESTOR:**

{{investor_name}}

By: ___________________________

Name: {{investor_signatory_name}}

Title: {{investor_signatory_title}}

Date: {{investor_signature_date}}