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Convertible Notes Agreement Template for India

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Key Requirements PROMPT example:

Convertible Notes Agreement

"I need a Convertible Notes Agreement for my Indian technology startup to raise seed funding of INR 2 crore from domestic investors, with a standard 18-month maturity and 8% interest rate."

Document background
The Convertible Notes Agreement is a crucial financing instrument widely used by Indian startups and growing companies to secure early-stage funding while deferring equity valuation discussions. This document becomes relevant when companies seek alternative financing methods that offer flexibility in terms of future equity conversion. The agreement, structured under Indian law, provides a detailed framework for the issuance of debt that can convert into equity shares, typically during future funding rounds or specific trigger events. It includes essential elements such as conversion mechanics, interest rates, maturity dates, investor rights, and compliance requirements with Indian regulatory frameworks including the Companies Act 2013 and SEBI regulations. This type of agreement is particularly useful for companies in their seed or early growth stages, where determining an accurate valuation might be challenging or premature.
Suggested Sections

1. Parties: Identifies the issuing company, the noteholder(s), and any other relevant parties to the agreement

2. Background: Sets out the context of the agreement and the company's intention to raise funds through convertible notes

3. Definitions: Defines key terms used throughout the agreement

4. Subscription and Issue: Details of the note amount, subscription process, and payment terms

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

6. Conversion Rights: Details when and how the notes can be converted into equity shares

7. Conversion Price: Specifies the conversion price or formula for determining the conversion price

8. Maturity and Repayment: Terms regarding maturity date and repayment obligations if notes are not converted

9. Company Representations and Warranties: Standard company representations regarding authority, compliance, and financial status

10. Noteholder Representations and Warranties: Representations from the noteholder regarding investment capacity and compliance

11. Information Rights: Company's obligations to provide financial and other information to noteholders

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

13. Transferability: Terms governing the transfer of notes to other parties

14. Notices: Process for giving formal notices under the agreement

15. Governing Law and Jurisdiction: Specifies Indian law as governing law and jurisdiction for disputes

Optional Sections

1. Tag-Along Rights: Rights of noteholders to participate in sale of shares by founders/major shareholders, included when requested by investors

2. Anti-dilution Protection: Provisions protecting noteholders from dilution in certain circumstances, often included for larger investments

3. Board Observer Rights: Rights of noteholders to appoint board observers, typically for significant investors

4. Most Favored Nation: Ensures noteholders receive the benefit of better terms offered to subsequent investors, often included in early-stage investments

5. Automatic Conversion Triggers: Specific events triggering automatic conversion, included when parties want certainty about conversion scenarios

6. Foreign Investment Compliance: Additional provisions ensuring compliance with FEMA and RBI regulations, required for foreign investors

7. Tax Provisions: Specific tax-related provisions and allocations, included when tax implications are significant

Suggested Schedules

1. Schedule 1 - Note Certificate Format: Template for the physical note certificate to be issued

2. Schedule 2 - Conversion Notice Format: Template for noteholders to exercise their conversion rights

3. Schedule 3 - Cap Table: Current capitalization table of the company

4. Schedule 4 - Calculation of Conversion Price: Detailed formula and examples for conversion price calculation

5. Schedule 5 - Company Information: Key company details including registration information and current shareholding

6. Schedule 6 - Conditions Precedent: List of conditions to be satisfied before note issuance

7. Appendix A - Board Resolution: Format of board resolution approving the note issuance

8. Appendix B - Shareholders' Resolution: Format of shareholders' resolution if required for note issuance

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

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Technology

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Relevant Roles

Chief Executive Officer

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