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Convertible Agreement Regarding Equity
"I need a Convertible Agreement Regarding Equity for my Indonesian technology startup to secure a USD 500,000 investment from a Singapore-based venture capital firm, with a valuation cap of USD 5 million and a 20% discount rate, ensuring compliance with Indonesian foreign investment regulations."
1. Parties: Identification of the contracting parties including the Company, Investor(s), and any guarantors
2. Background: Context of the agreement, including company status and purpose of the investment
3. Definitions: Key terms used throughout the agreement, including technical and financial definitions
4. Investment Amount and Terms: Specifies the investment amount, currency, and basic terms of the investment
5. Conversion Mechanics: Details of when and how the investment converts to equity, including valuation mechanisms
6. Company Representations and Warranties: Company's statements about its legal status, business, and authority to enter the agreement
7. Investor Representations and Warranties: Investor's statements about their capacity and authority to invest
8. Information Rights: Investor's rights to receive company information and financial reports
9. Pre-emptive Rights: Rights of the investor regarding future funding rounds
10. Exit and Liquidity Provisions: Terms regarding company sale, IPO, or other liquidity events
11. Governing Law and Dispute Resolution: Specifies Indonesian law as governing law and dispute resolution mechanisms
12. General Provisions: Standard legal provisions including notices, amendments, and assignment
1. Most Favored Nation: Optional provision ensuring investor receives best terms offered to future investors - used when multiple investment rounds are anticipated
2. Board Observer Rights: Grants investor right to observe board meetings - included for larger investments
3. Foreign Investment Compliance: Additional provisions for foreign investors regarding Indonesian investment regulations - required only for non-Indonesian investors
4. Tax Provisions: Specific tax-related terms - included when complex tax implications exist
5. Founder Commitments: Specific obligations of founders - included when founder involvement is crucial
6. Anti-dilution Protection: Protection against dilution in down rounds - included for larger or strategic investments
7. Currency Conversion: Provisions for handling currency conversion - needed when investment is in foreign currency
1. Schedule 1: Investment Details: Detailed breakdown of investment amount, valuation caps, and discount rates
2. Schedule 2: Capitalization Table: Current company capitalization and projected post-conversion structure
3. Schedule 3: Conversion Calculations: Detailed formulas and examples of conversion calculations
4. Schedule 4: Company Information: Key company details including registration numbers, licenses, and corporate structure
5. Schedule 5: Disclosure Schedule: Company disclosures against representations and warranties
6. Appendix A: Form of Conversion Notice: Template for executing conversion of investment to equity
7. Appendix B: Regulatory Compliance Checklist: List of required regulatory approvals and compliance steps
8. Appendix C: Shareholders' Agreement Terms: Key terms to be included in shareholders' agreement upon conversion
Authors
Applicable Law
Articles of Association
Board of Directors
Board of Commissioners
Business Day
Company
Conversion
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Conversion Shares
Deed of Investment
Discount Rate
Equity Securities
Event of Default
Exit Event
Foreign Investment
Fully Diluted Share Capital
Indonesian Rupiah
Investment Amount
Investment Certificate
Investor
IPO
Liquidity Event
Material Adverse Change
Maturity Date
Next Equity Financing
NIB Number
OJK
Ordinary Shares
Pre-Money Valuation
Post-Money Valuation
Qualified Financing
Regulatory Approvals
Related Parties
Relevant Securities
RUPS
Share Capital
Shareholders Agreement
Subsidiary
Trigger Event
Valuation Cap
MOLHR
OSS System
Investment License
DNI List
Qualifying Event
Subscription
Conversion Rights
Pre-emptive Rights
Representations and Warranties
Information Rights
Confidentiality
Most Favored Nation
Anti-dilution
Tag-along Rights
Drag-along Rights
Board Rights
Regulatory Compliance
Foreign Investment
Share Transfer Restrictions
Exit Rights
Events of Default
Termination
Force Majeure
Assignment
Notices
Governing Law
Dispute Resolution
Amendment
Entire Agreement
Severability
Costs and Expenses
Tax
Indemnification
Warranties
Technology
E-commerce
Financial Technology
Healthcare
Education Technology
Renewable Energy
Agriculture Technology
Manufacturing
Consumer Services
Digital Media
Transportation and Logistics
Food and Beverage
Retail
Software Development
Green Technology
Legal
Finance
Corporate Development
Investment
Compliance
Executive Leadership
Corporate Secretariat
Treasury
Risk Management
Business Development
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
Investment Director
Corporate Lawyer
Investment Manager
Venture Capital Associate
Start-up Founder
Corporate Secretary
Financial Controller
Business Development Director
Investment Analyst
Compliance Officer
Legal Counsel
Company Director
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