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Note Conversion Agreement
"I need a Note Conversion Agreement to convert a £500,000 convertible note issued to an angel investor into Series A preferred shares, with the conversion to take place following our upcoming funding round in March 2025."
1. Parties: Identification of the contracting parties, including full legal names and registered addresses
2. Background: Context of the agreement, details of the existing note, and purpose of the conversion
3. Definitions: Key terms used throughout the agreement including Conversion Price, Conversion Date, and Securities
4. Conversion Terms: Specific terms and mechanics of the note conversion, including conditions precedent
5. Conversion Price: Details of conversion price calculation, adjustments, and any price protection mechanisms
6. Conversion Procedure: Process and timing for executing the conversion, including notice requirements
7. Representations and Warranties: Standard assurances from both parties regarding capacity, authority, and compliance
8. Governing Law and Jurisdiction: Confirmation of applicable law (England and Wales) and dispute resolution forum
1. Anti-dilution Provisions: Protection mechanisms against share dilution, typically included for sophisticated investors
2. Tag-along Rights: Rights allowing noteholder to join in any sale of shares by major shareholders
3. Information Rights: Rights to receive company financial and operational information post-conversion
4. Board Appointment Rights: Rights to appoint directors post-conversion, typically for larger investments
1. Original Note: Copy of the original convertible note being converted
2. Form of Conversion Notice: Template notice to be used when executing the conversion
3. Capitalization Table: Current and post-conversion share capital structure of the company
4. Board Resolutions: Company resolutions approving the conversion and share issuance
5. New Articles of Association: If required, amended articles reflecting new share classes or rights
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