Convertible Debt Agreement Template for Indonesia

1. Multiple Closings: Required when the investment may occur in tranches or multiple closings are contemplated

2. Pre-emptive Rights: Included when lenders are granted rights to participate in future financing rounds

3. Board Observer Rights: Used when lenders are granted rights to appoint board observers

4. Information Rights: Detailed reporting requirements beyond standard covenants, used for sophisticated investors

5. Most Favored Nation Provision: Included when lenders should benefit from better terms offered in subsequent convertible debt issuances

6. Foreign Investment Provisions: Required when the lender is a foreign entity, addressing Indonesian foreign investment regulations

7. Tax Provisions: Detailed tax clauses needed for cross-border transactions or complex tax structures

1. Conversion Notice Form: Template form for exercising conversion rights

2. Capitalization Table: Current and post-conversion cap table showing ownership structure

3. Form of Promissory Note: Standard form of the convertible promissory note

4. Corporate Authorizations: Copies of relevant corporate approvals and authorizations

5. Disclosure Schedule: Detailed disclosures relating to representations and warranties

6. Calculation Examples: Examples of conversion calculations and adjustments

7. Required Regulatory Approvals: List and copies of obtained regulatory approvals

8. Shareholders Agreement Term Sheet: Key terms to be included in shareholders agreement upon conversion