Convertible Promissory Note Purchase Agreement for India

Convertible Promissory Note Purchase Agreement Template for India

A comprehensive legal agreement governed by Indian law that documents the terms and conditions under which an investor provides funding to a company in exchange for a convertible promissory note. The note represents a debt obligation that can be converted into equity shares of the company upon specified trigger events, such as a qualified financing round, change of control, or maturity. The agreement includes detailed provisions on conversion mechanics, interest calculations, repayment terms, and investor rights, all structured within the framework of Indian corporate and securities laws, including compliance with the Companies Act, 2013 and relevant SEBI regulations.

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What is a Convertible Promissory Note Purchase Agreement?

The Convertible Promissory Note Purchase Agreement is a crucial instrument in the Indian startup and growth company ecosystem, typically used in bridge financing rounds or early-stage investments. It provides companies with a flexible funding mechanism that combines elements of debt and equity, allowing them to defer valuation discussions while securing immediate capital. The agreement must comply with Indian regulatory requirements, including the Companies Act, 2013, SEBI regulations, and foreign investment rules if applicable. It details the terms of the investment, including principal amount, interest rate, maturity date, conversion mechanisms, and investor rights. This instrument is particularly valuable when companies need quick access to capital or when there is uncertainty about company valuation, providing investors with the security of debt and the upside potential of equity.

What sections should be included in a Convertible Promissory Note Purchase Agreement?

1. Parties: Identification of the issuing company and the investor(s)

2. Background: Recitals explaining the context and purpose of the note issuance

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Purchase and Sale of Notes: Terms of the note purchase, including purchase price and closing mechanics

5. The Notes: Description of the notes, including principal amount, interest rate, and maturity date

6. Conversion Rights: Terms and conditions for converting the notes into equity, including conversion price and mechanics

7. Conversion Mechanics: Detailed procedures for executing the conversion

8. Representations and Warranties of the Company: Company's statements about its status, authority, and business

9. Representations and Warranties of the Investors: Investors' statements about their status and investment intent

10. Covenants: Ongoing obligations of the company and restrictions on its activities

11. Events of Default: Circumstances that trigger default and remedies available to noteholders

12. Miscellaneous: Standard boilerplate provisions including notices, amendments, governing law, etc.

What sections are optional to include in a Convertible Promissory Note Purchase Agreement?

1. Security: Include when the notes are secured by company assets

2. Subordination: Include when there are multiple classes of debt or specific ranking requirements

3. Tag-Along Rights: Include when investors are given the right to participate in future sales of shares

4. Board Observer Rights: Include when investors are granted rights to attend board meetings

5. Information Rights: Include when specific information sharing obligations are required

6. Most Favored Nation: Include when investors should receive the benefit of better terms offered to future investors

7. Pre-emptive Rights: Include when investors are given rights to participate in future funding rounds

What schedules should be included in a Convertible Promissory Note Purchase Agreement?

1. Form of Note: The actual form of the convertible promissory note

2. Capitalization Table: Current and projected cap table showing ownership structure

3. Disclosure Schedule: Exceptions to company representations and warranties

4. Investment Amounts: Schedule of investors and their respective investment amounts

5. Key Terms: Summary of key commercial terms including interest rate, maturity date, and conversion price

6. Corporate Authorizations: Copies of board and shareholder resolutions authorizing the note issuance

7. Existing Indebtedness: List of company's existing debt obligations

Authors

Alex Denne

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

Jurisdiction

India

Publisher

Genie AI

Document Type

Promissory Note

Sector

Banking

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology

Software

E-commerce

Healthcare

Biotechnology

Fintech

Clean Energy

Manufacturing

Consumer Products

Education Technology

Artificial Intelligence

Digital Media

Internet of Things

Agriculture Technology

Relevant Teams

Legal

Finance

Corporate Development

Executive Leadership

Investment

Company Secretarial

Treasury

Business Development

Compliance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Lawyer

Investment Manager

Venture Capital Associate

Company Secretary

Finance Director

Investment Banker

Corporate Development Manager

Startup Founder

Legal Counsel

Finance Manager

Investment Analyst

Business Development 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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