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Convertible Note Subscription Agreement Template for Australia

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Key Requirements PROMPT example:

Convertible Note Subscription Agreement

"I need a Convertible Note Subscription Agreement for my Australian technology startup to raise AUD 2 million from three overseas investors, with a 20% discount rate on conversion, 8% interest rate, and a valuation cap of AUD 15 million, with the notes maturing in March 2025."

Document background
The Convertible Note Subscription Agreement is a critical document used in early-stage company financing under Australian law, particularly when companies seek bridge funding or want to defer equity valuation discussions. It enables companies to raise capital through debt that can convert to equity upon specified trigger events, such as qualified financing rounds, exits, or at maturity. This hybrid instrument offers investors the security of debt with the upside potential of equity, while providing companies with more flexible terms than traditional loans or immediate equity investment. The agreement must comply with Australian securities laws and regulations, particularly regarding financial product disclosure and corporate governance requirements. It's commonly used by startups and growth companies seeking to raise capital while maintaining flexibility in their corporate structure and avoiding immediate dilution.
Suggested Sections

1. Parties: Identifies the issuing company, the note holder(s), and any guarantors

2. Background: Sets out the context of the agreement, including the company's intention to issue convertible notes and the investor's intention to subscribe

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Subscription and Issue: Details the subscription amount, issue of notes, and closing conditions

5. Interest: Specifies interest rate, calculation method, and payment terms

6. Conversion Rights: Details when and how notes can be converted into equity, including conversion price and mechanisms

7. Conversion Mechanics: Specific procedures for executing conversion, including notice requirements and share issuance

8. Maturity and Repayment: Terms regarding maturity date and repayment obligations

9. Company Representations and Warranties: Standard company representations about its status, capacity, and authority

10. Investor Representations and Warranties: Investor's representations regarding investment capacity and sophistication

11. Company Covenants: Ongoing obligations of the company during the note term

12. Events of Default: Circumstances constituting default and consequences

13. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Security: Required if the notes are to be secured against company assets

2. Guarantees: Include when personal or parent company guarantees are required

3. Pre-emptive Rights: Optional provisions giving noteholders rights in future funding rounds

4. Tag-Along Rights: Include when investors should have the right to participate in share sales

5. Board Observer Rights: Optional governance rights for significant investors

6. Information Rights: Detailed reporting obligations beyond standard requirements

7. Most Favored Nation: Protection ensuring investors get best terms offered to subsequent investors

8. Anti-dilution Protection: Additional provisions protecting against dilution beyond conversion adjustments

Suggested Schedules

1. Note Certificate Terms: Detailed terms and conditions of the convertible notes

2. Conversion Notice: Form of notice to be used when exercising conversion rights

3. Subscription Application: Form for formal application to subscribe for notes

4. Cap Table: Current and post-conversion capitalization table

5. Company Information: Key company details, including corporate structure and financial information

6. Deed of Adherence: Form for new noteholders to join the agreement

7. Shareholders Agreement: Terms that will apply post-conversion (or reference to existing agreement)

8. Security Documents: If applicable, forms of security documentation

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


















































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Relevant Industries

Technology

Software

Biotechnology

Financial Services

Healthcare

Clean Energy

E-commerce

Manufacturing

Media and Entertainment

Professional Services

Real Estate Technology

Consumer Products

Agricultural Technology

Educational Technology

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Executive Leadership

Investment

Company Secretariat

Compliance

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Manager

Corporate Lawyer

Finance Director

Company Secretary

Investment Analyst

Venture Capital Associate

Angel Investor

startup Founder

Managing Director

Corporate Development Manager

Treasury Manager

Financial Controller

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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