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The Convertible Note Agreement serves as a critical financing instrument for companies seeking growth capital while deferring company valuation discussions. This document type is particularly relevant in the Danish market where companies need flexible financing solutions that comply with local regulatory requirements. The agreement details the loan amount, interest rate, conversion mechanisms, and investor protections, all structured within the framework of Danish law. A Convertible Note Agreement is typically used when a company needs bridge financing before a larger equity round, or when parties want to defer valuation discussions while providing investors with the security of debt and the upside potential of equity. The document includes comprehensive provisions for both the debt and equity aspects of the investment, ensuring compliance with Danish corporate, securities, and financial regulations while protecting both investor and company interests.

1. Parties: Identification of the issuing company and the note holder(s)

2. Background: Context of the agreement and general purpose of the convertible note issuance

3. Definitions and Interpretation: Key terms used throughout the agreement, including financial terms, conversion-related definitions, and general interpretation rules

4. Subscription and Issuance: Details of the note subscription, including principal amount, issuance date, and payment terms

5. Interest: Interest rate, calculation method, payment periods, and any special interest provisions

6. Conversion Rights: Terms and conditions for converting the note to equity, including conversion price, mechanism, and timing

7. Conversion Procedure: Step-by-step process for exercising conversion rights and implementing the conversion

8. Maturity and Repayment: Maturity date, repayment terms, and procedures if conversion is not exercised

9. Company Representations and Warranties: Standard company representations regarding authority, valid issuance, and compliance with laws

10. Noteholder Representations and Warranties: Investor representations regarding investment intent, sophistication, and compliance

11. Covenants: Company obligations during the note term, including information rights and operational restrictions

12. Events of Default: Circumstances constituting default and consequences thereof

13. Transferability: Terms governing the transfer of the note to third parties

14. Notices: Communication requirements and contact details

15. Governing Law and Jurisdiction: Specification of Danish law as governing law and jurisdiction for disputes