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Secured Convertible Promissory Note
"I need a Secured Convertible Promissory Note for my NZ technology startup to secure a $500,000 bridge investment from an overseas venture capital firm, with automatic conversion at a 20% discount upon a Series A round, and maturity date of March 15, 2025."
1. Parties: Identifies the Lender (Note Holder) and Borrower (Company), including full legal names and addresses
2. Background: Outlines the context of the loan and the Company's agreement to issue the note
3. Definitions: Defines key terms used throughout the document, including financial terms, conversion-related definitions, and security-related terms
4. Loan Amount and Issue: Specifies the principal amount, issue date, and confirmation of receipt of funds
5. Interest: Details the interest rate, calculation method, and payment terms
6. Repayment: Specifies maturity date and repayment terms, including any early repayment provisions
7. Security: Describes the security granted, ranking, and registration requirements
8. Conversion Rights: Details the conversion mechanism, including timing, price/ratio, and process
9. Events of Default: Lists circumstances constituting default and consequences
10. Company Representations and Warranties: Sets out the Company's representations regarding its status, capacity, and authority
11. Company Covenants: Specifies ongoing obligations of the Company during the note term
12. General Provisions: Includes standard clauses like notices, amendments, governing law, and assignment
1. Qualified Financing Provisions: Used when automatic conversion is triggered by a qualifying financing round
2. Change of Control Provisions: Include when specific rights/obligations arise upon a change in company control
3. Board Observer Rights: Include if the note holder is granted rights to attend board meetings
4. Information Rights: Add when the note holder is entitled to receive specific company information
5. Pre-emptive Rights: Include if the note holder has rights to participate in future financing rounds
6. Most Favored Nation Clause: Add when the note holder should benefit from better terms given to future investors
7. Subordination Provisions: Include when the note needs to be subordinated to other debt
1. Conversion Terms: Detailed mechanics of conversion, including formulae and examples
2. Security Details: Specific description of secured assets and security registration requirements
3. Form of Conversion Notice: Template notice for exercising conversion rights
4. Disclosure Schedule: Company disclosures against representations and warranties
5. Capitalization Table: Current and post-conversion capital structure of the Company
6. Secured Property Register: Detailed list of all assets subject to the security interest
Authors
Technology
Software
Biotechnology
Fintech
Healthcare
Clean Energy
Manufacturing
E-commerce
Agricultural Technology
Media and Entertainment
Professional Services
Real Estate Technology
Consumer Products
Digital Services
Legal
Finance
Corporate Development
Treasury
Executive Leadership
Investment
Company Secretariat
Risk Management
Compliance
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Investment Manager
Corporate Lawyer
Finance Director
Company Secretary
Venture Capital Partner
Investment Director
Corporate Development Manager
Treasury Manager
Financial Controller
Legal Counsel
Company Director
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