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Secured Convertible Promissory Note Template for New Zealand

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Key Requirements PROMPT example:

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."

Document background
This document template is designed for use in New Zealand business transactions where companies seek to raise capital through debt that can later convert to equity. A Secured Convertible Promissory Note is particularly suitable for growth-stage companies requiring bridge financing or interim funding before a larger equity round. The document structures the investment as a secured loan with defined interest rates and repayment terms, while providing conversion rights that allow the debt to transform into equity under specified conditions. It includes comprehensive security provisions compliant with New Zealand's Personal Property Securities Act 1999, detailed conversion mechanics, and appropriate investor protections. This instrument is commonly used in situations where companies need immediate funding but want to defer equity valuation discussions, or where investors seek the security of debt with the upside potential of equity.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions










































Clauses
































Relevant Industries

Technology

Software

Biotechnology

Fintech

Healthcare

Clean Energy

Manufacturing

E-commerce

Agricultural Technology

Media and Entertainment

Professional Services

Real Estate Technology

Consumer Products

Digital Services

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Executive Leadership

Investment

Company Secretariat

Risk Management

Compliance

Relevant Roles

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

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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