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Loan Note Subscription Agreement
"Need a Loan Note Subscription Agreement for our tech startup to issue £500,000 of convertible loan notes to three institutional investors, with a 8% interest rate and conversion rights exercisable after January 2025."
1. Parties: Identifies the issuer and subscriber(s) of the loan notes
2. Background: Sets out the context and purpose of the loan note subscription
3. Definitions: Defines key terms used throughout the agreement including regulatory references to FSMA, Companies Act etc.
4. Subscription: Details of the subscription amount, price, and mechanics
5. Conditions Precedent: Conditions that must be satisfied before subscription completion
6. Completion: Mechanics and timing of completion of the subscription
7. Representations and Warranties: Standard representations from both issuer and subscriber
8. Covenants: Ongoing obligations of the parties
9. Events of Default: Circumstances constituting default and consequences
10. Boilerplate Provisions: Standard legal provisions including notices, assignments, amendments
1. Security: Details of any security package - include when loan notes are secured
2. Conversion Rights: Terms of conversion into shares - include for convertible loan notes
3. Interest: Interest calculation and payment terms - include when interest is payable
4. Transferability: Terms governing transfer of notes - include if notes are transferable
1. Form of Loan Note Instrument: The formal instrument creating the loan notes
2. Form of Note Certificate: Template certificate evidencing ownership
3. Conditions Precedent Documents: List of required completion documents
4. Form of Transfer Instrument: Template for transferring notes if applicable
5. Warranties: Detailed warranties given by the issuer
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