The Convertible Note Purchase Agreement serves as a critical financing instrument for companies seeking to raise capital while deferring company valuation discussions. This document is particularly useful for early-stage companies in Canada where immediate equity financing might be premature or impractical. The agreement must comply with Canadian securities laws, including provincial Securities Acts and National Instrument 45-106 prospectus exemptions. It details the terms of the investment, including principal amount, interest rate, maturity date, conversion mechanisms, and investor rights. The document includes specific provisions for automatic conversion upon qualifying events, optional conversion rights, and various investor protections. The agreement also addresses corporate governance requirements under Canadian law and typically includes representations and warranties from both the company and investors.
Your data doesn't train Genie's AI
You keep IP ownership of your information
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
OR
Let Ƶ's market-leading legal AI identify missing terms, unusual language, compliance issues and more - in just seconds.
1. Parties: Identifies the company (issuer) and the investor(s) entering into the agreement
2. Background: Explains the context of the financing and the company's intention to issue convertible notes
3. Definitions: Defines key terms used throughout the agreement
4. Purchase and Sale of Notes: Details the principal amount, purchase price, and closing mechanics
5. Terms of Notes: Specifies interest rate, maturity date, and repayment terms
6. Conversion Rights: Details when and how notes convert to equity, including conversion price and mechanisms
7. Qualified Financing Definition: Defines the financing event that triggers automatic conversion
8. Representations and Warranties of the Company: Company's statements about its legal status, authority, and business condition
9. Representations and Warranties of the Purchaser: Investor's statements about their capacity and sophistication
10. Information Rights: Investor's rights to receive financial and other company information
11. Events of Default: Circumstances that constitute default and consequences
12. General Provisions: Standard legal provisions including notices, amendments, governing law
1. Most Favored Nation Provision: Ensures investor gets the benefit of better terms offered to future investors - used in early-stage deals
2. Pre-Payment Rights: Optional ability for company to repay the note early - included if early repayment is desired
3. Co-Sale Rights: Gives investors right to participate in sales of founder shares - used for larger investments
4. Board Observation Rights: Grants investors right to observe board meetings - included for strategic investors
5. Anti-dilution Protection: Protects conversion price against dilution - used in more investor-favorable deals
6. Security Interest: Makes notes secured by company assets - rare but used in certain situations
7. Subordination Provisions: Addresses ranking of notes relative to other debt - needed if company has existing debt
1. Schedule A - Form of Convertible Note: The actual form of the promissory note to be issued
2. Schedule B - Capitalization Table: Current cap table showing ownership and outstanding securities
3. Schedule C - Company Disclosure Schedule: Exceptions to representations and warranties
4. Schedule D - Required Consents: List of third-party consents needed for the transaction
5. Appendix 1 - Wire Instructions: Banking details for funding the investment
6. Appendix 2 - Accredited Investor Questionnaire: Form to confirm investor's accredited status under securities laws
Relevant legal definitions
Clauses
Relevant Industries
Technology
Biotechnology
Clean Energy
Financial Services
Healthcare
E-commerce
Software Development
Manufacturing
Artificial Intelligence
Digital Media
Life Sciences
Consumer Products
Professional Services
Relevant Teams
Legal
Finance
Executive
Treasury
Compliance
Corporate Development
Investment
Risk Management
Board of Directors
Corporate Secretariat
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Corporate Secretary
Investment Manager
Venture Capital Partner
Angel Investor
Corporate Lawyer
Securities Lawyer
Investment Director
Finance Director
Board Member
Company Director
Financial Controller
Treasury Manager
Legal Counsel
Compliance Officer
Find the exact document you need
Simple Security Agreement
A Canadian legal document creating a security interest in personal property as collateral for a loan or obligation, governed by the PPSA.
find out more
Motor Vehicle Security Agreement
A Canadian security agreement creating a lender's security interest in a motor vehicle as collateral, compliant with provincial PPSA requirements.
find out more
Personal Information Confidentiality Agreement
A Canadian-law governed agreement establishing obligations for protecting confidential personal information, ensuring compliance with PIPEDA and provincial privacy laws.
find out more
Stock Broker Agreement
A Canadian-compliant agreement establishing the terms and conditions between a licensed investment broker and client for securities trading services.
find out more
Simple Security Deposit Agreement
A Canadian-law governed agreement establishing terms for holding, managing, and returning a security deposit, ensuring compliance with federal and provincial regulations.
find out more
Pledge Agreement
A Canadian law-governed security document where a pledgor grants security over specific assets to secure obligations, subject to PPSA or Quebec Civil Code requirements.
find out more
Personal Property Security Agreement
A Canadian security agreement (governed by provincial PPSA legislation) that creates a security interest in personal property as collateral for a loan or obligation.
find out more
Data Privacy Contract
Canadian data privacy agreement governing personal information handling and processing under PIPEDA and provincial privacy laws.
find out more
Collateral Substitution Agreement
A Canadian law agreement establishing procedures and requirements for substituting collateral while maintaining existing security interests under federal and provincial regulations.
find out more
Collateral Agreement
A Canadian law security document creating and evidencing security interests in specified collateral to secure financial or other obligations, governed by provincial PPSAs and federal legislation.
find out more
Safe Deposit Box Lease Agreement
A Canadian legal agreement governing the rental of a safe deposit box from a financial institution, establishing terms for access, security, and liability under federal and provincial laws.
find out more
Tri Party Collateral Agreement
A Canadian law-governed agreement establishing a three-way relationship between parties for managing collateral transactions, including operational procedures and regulatory compliance requirements.
find out more
Safe Deposit Box Rental Agreement
A Canadian-compliant agreement governing the rental of safe deposit boxes, establishing terms between financial institutions and box holders.
find out more
Master Loan And Security Agreement
A Canadian jurisdiction agreement establishing terms for ongoing secured lending relationships and compliance with federal and provincial security laws.
find out more
Debenture Purchase Agreement
A Canadian law-governed agreement setting out terms for the purchase of debentures, including payment terms, security arrangements, and purchaser/issuer obligations.
find out more
Purchase Security Agreement
A Canadian legal document creating a security interest in purchased personal property, governed by provincial PPSA legislation.
find out more
Note And Security Agreement
A Canadian legal document combining a promissory note with security arrangements, establishing loan terms and collateral rights under federal and provincial laws.
find out more
Global Collateral Account Control Agreement
Canadian-law governed agreement establishing control rights over global collateral accounts, defining relationships between account holder, secured party, and account bank.
find out more
Debenture Trustee Agreement
A Canadian law-governed agreement establishing the terms of debentures and appointing a trustee to act on behalf of debenture holders.
find out more
Collateral Control Agreement
A Canadian law-governed agreement establishing control over collateral by an agent on behalf of a lender in secured financing arrangements.
find out more
Preferred Equity Agreement
A Canadian legal agreement governing the issuance of preferred shares and establishing investor rights and privileges under Canadian federal and provincial law.
find out more
Mortgage Bond Agreement
A Canadian law-governed agreement establishing terms for mortgage-backed bonds, including issuance, security, and bondholder rights.
find out more
Irrevocable Pledge Agreement
Canadian law-governed agreement creating an irrevocable security interest through a pledge of specific assets.
find out more
Lease Security Agreement
A Canadian law agreement combining lease provisions with security interest rights, governed by provincial PPSA legislation, used for securing leased assets.
find out more
Guaranty And Security Agreement
A Canadian legal document combining a guarantee of obligations with the granting of security interests in collateral, governed by federal and provincial secured transactions laws.
find out more
Equipment Security Agreement
A Canadian legal document creating a security interest in equipment to secure loan repayment or other obligations, compliant with provincial PPSA requirements.
find out more
Auto Loan Security Agreement
A Canadian security agreement that creates a lender's security interest in a financed vehicle while establishing loan terms and parties' rights under federal and provincial laws.
find out more
Stock Escrow Agreement
A Canadian-law governed agreement establishing terms for holding and releasing securities in escrow, typically used in IPOs and corporate transactions.
find out more
Personal Security Agreement
A Canadian law agreement creating a security interest in personal property as collateral for a loan or obligation, governed by provincial Personal Property Security Acts.
find out more
Security Deposit Installment Agreement
A Canadian legal agreement establishing installment payment terms for a security deposit between landlord and tenant, compliant with provincial residential tenancy laws.
find out more
Omnibus Loan And Security Agreement
A Canadian law-governed comprehensive agreement combining multiple loan facilities and security arrangements into a single integrated financing document.
find out more
Copyright Security Agreement
A Canadian legal document creating a security interest in copyrighted works as collateral, governed by federal copyright law and provincial security legislation.
find out more
Collateral Account Control Agreement
A Canadian law-governed agreement establishing control over deposit accounts in favor of a secured party, involving an account holder, secured party, and deposit bank.
find out more
Collateral Account Agreement
A Canadian law agreement establishing security interests and control rights over bank accounts used as collateral in financing transactions.
find out more
Chattel Security Agreement
A Canadian law agreement creating a security interest in personal property (chattels), governed by provincial Personal Property Security Act (PPSA) requirements.
find out more
Business Security Agreement
A Canadian legal document creating security interests in personal property under PPSA legislation to secure business obligations.
find out more
Trademark Security Agreement
A Canadian law agreement creating security interests in trademark assets, establishing lender rights and trademark owner obligations under federal and provincial regulations.
find out more
Sale Of Membership Interest Agreement
A Canadian law-governed agreement documenting the sale and transfer of membership interests in a business entity from seller to buyer.
find out more
Retail Installment Contract And Security Agreement
A Canadian retail contract combining installment payment terms with a security agreement, establishing purchase terms and creating a security interest in the goods as collateral.
find out more
Sublease Deposit Agreement
A Canadian legal agreement governing the terms and conditions of security deposits in sublease arrangements, ensuring compliance with provincial tenancy laws.
find out more
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)