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Convertible Promissory Note Template for United Arab Emirates

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Key Requirements PROMPT example:

Convertible Promissory Note

"I need a Convertible Promissory Note for my Dubai-based technology startup to secure a 500,000 AED investment from an angel investor, with a 15% discount rate on conversion and a maturity date in March 2025."

Document background
The Convertible Promissory Note is a crucial financing instrument in the UAE startup ecosystem, providing a bridge between equity funding rounds. This document is typically used when companies need immediate funding but want to defer equity valuation discussions to a later date. Under UAE law, these notes must comply with Federal Law No. 8 of 2004 (Commercial Companies Law) and Federal Law No. 18 of 1993 (Commercial Transactions Law), among others. The document includes essential provisions for principal amount, interest, maturity, conversion mechanisms, and default scenarios, while considering UAE-specific requirements such as foreign ownership restrictions and commercial licensing regulations. It's particularly relevant for early-stage companies seeking to raise capital from angel investors or venture capital firms while maintaining compliance with local regulations.
Suggested Sections

1. Parties: Identification of the Issuer (Company) and the Holder (Investor)

2. Background: Context of the investment and purpose of the note

3. Definitions: Key terms used throughout the document, including 'Conversion Price', 'Maturity Date', 'Qualified Financing', etc.

4. Promise to Pay: Principal amount, interest rate, and payment terms

5. Interest: Interest calculation method, payment frequency, and compound interest provisions

6. Maturity: Maturity date and repayment obligations

7. Conversion Rights: Terms and conditions for converting the note into equity

8. Conversion Mechanics: Detailed process for executing the conversion

9. Company Representations and Warranties: Company's statements about its legal status, authority, and business condition

10. Events of Default: Circumstances constituting default and consequences

11. Governing Law and Jurisdiction: Specification of UAE law application and jurisdiction

12. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment

Optional Sections

1. Security: Include when the note is secured by company assets

2. Subordination: Include when the note needs to be subordinated to other debt

3. Board Observer Rights: Include when the investor is granted board observation rights

4. Information Rights: Include when specific information rights are granted to the investor

5. Most Favored Nation: Include when the investor should receive the benefit of more favorable terms granted to future investors

6. Pre-emptive Rights: Include when the investor is granted rights to participate in future financing rounds

7. Anti-dilution Protection: Include when specific anti-dilution provisions are needed

8. Shariah Compliance: Include when the note needs to comply with Islamic finance principles

Suggested Schedules

1. Schedule 1 - Form of Conversion Notice: Template notice for exercising conversion rights

2. Schedule 2 - Calculation of Conversion Price: Detailed methodology for calculating the conversion price

3. Schedule 3 - Corporate Information: Company details including capital structure and existing shareholders

4. Schedule 4 - Company Warranties: Detailed list of company warranties

5. Schedule 5 - Deed of Adherence: Form for adherence to shareholders' agreement upon conversion

6. Appendix A - Cap Table: Current and post-conversion capitalization table

7. Appendix B - Term Sheet: Original term sheet if referenced in the note

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions











































Clauses































Relevant Industries

Technology

E-commerce

Financial Services

Healthcare

Education Technology

Real Estate

Manufacturing

Renewable Energy

Transportation

Media and Entertainment

Telecommunications

Professional Services

Retail

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Executive Leadership

Investment

Corporate Secretarial

Treasury

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Investment Manager

Corporate Lawyer

Financial Controller

Company Secretary

Venture Capital Associate

Investment Director

Startup Founder

Managing Director

Business Development Manager

Corporate Finance Manager

Compliance Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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