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

2. Conversion Rights: Include if the loan notes can be converted into equity

3. Redemption: Include if there are early redemption rights or obligations

4. Subordination: Include if the loan notes are subordinated to other debt

5. Tag-Along Rights: Include if subscribers have rights to participate in future equity raises

6. Meeting Provisions: Include if there are provisions for noteholder meetings and collective decision-making

7. Register of Noteholders: Include if multiple noteholders are contemplated

8. Taxes and Stamp Duty: Include detailed tax provisions if complex tax implications exist

9. Information Rights: Include if subscribers have specific rights to company information beyond standard undertakings

1. Form of Loan Note Certificate: Template certificate evidencing ownership of loan notes

2. Conditions Precedent: List of documents and conditions required before loan notes can be issued

3. Form of Transfer Instrument: Template document for transferring loan notes between parties

4. Details of Loan Notes: Specific terms of the loan notes including amount, interest rate, and maturity

5. Subscription Form: Form to be completed by subscribers, including KYC requirements

6. Financial Covenants: Detailed financial ratios and calculations the issuer must maintain

7. Security Documents: If secured, details of security arrangements and charged assets

8. Conversion Mechanics: If convertible, detailed procedures and calculations for conversion

9. Form of Accession Deed: Template for new subscribers to accede to the agreement if multiple closings