Conversion Agreement

COMPANY LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

CONVERTIBLE LOAN AGREEMENT

This Convertible Loan Agreement ('Agreement') is made and entered into on this {{date}}.

BETWEEN:

{{lender_company_name}}, a company duly incorporated under the laws of {{lender_jurisdiction}}, with its registered office at {{lender_address}} (hereinafter referred to as 'the Lender');

AND

{{borrower_company_name}}, a company duly incorporated under the laws of {{borrower_jurisdiction}}, with its registered office at {{borrower_address}} (hereinafter referred to as 'the Borrower').

Collectively referred to as 'the Parties'.

1. LOAN AMOUNT AND PURPOSE

1.1. The Lender agrees to lend to the Borrower the principal sum of {{loan_amount}} ({{loan_amount_words}}) (hereinafter referred to as 'the Loan').

1.2. The Borrower agrees to use the Loan solely for {{purpose_of_loan}}.

2. INTEREST

2.1. The Loan shall accrue interest at a rate of {{interest_rate}}% per annum, calculated on a {{interest_calculation_basis}} basis.

2.2. Interest shall be payable {{interest_payment_frequency}}.

3. MATURITY DATE

3.1. The Loan, together with any accrued and unpaid interest, shall be due and payable on {{maturity_date}} (hereinafter referred to as 'the Maturity Date').

4. CONVERSION

4.1. Upon the occurrence of a 'Qualified Financing Event' (as defined below) before the Maturity Date, the outstanding principal amount of the Loan, together with all accrued and unpaid interest, shall automatically convert into equity shares of the Borrower.

4.2. A 'Qualified Financing Event' shall mean the issuance and sale of {{equity_type}} comprising of {{minimum_investment_amount}} or more to investors for cash consideration.

4.3. The conversion price per share shall be either (a) {{discount_rate}}% of the price per share paid by investors in the Qualified Financing Event, or (b) the price per share implied by a pre-money valuation cap of {{valuation_cap_amount}}, whichever results in a lower conversion price for the Lender.

5. REPRESENTATIONS AND WARRANTIES

5.1. Each Party represents and warrants that it has the full power, authority, and legal right to enter into and perform its obligations under this Agreement.

5.2. The Borrower represents and warrants that {{borrower_warranties}}.

6. GOVERNING LAW AND DISPUTE RESOLUTION

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, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with the rules of {{arbitration_institution}}.

7. SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have executed this Convertible Loan Agreement as of the date first written above.

LENDER:

_____________________________

By: {{lender_authorised_signatory}}

Title: {{lender_signatory_title}}

BORROWER:

_____________________________

By: {{borrower_authorised_signatory}}

Title: {{borrower_signatory_title}}