1. Security: Include if the note is to be secured by any assets or guarantees

2. Foreign Investment Provisions: Required if the lender is a foreign entity, addressing exchange control and repatriation

3. Shareholder Rights Post-Conversion: Include if specific rights are to be granted upon conversion

4. Tax Provisions: Include detailed tax treatment if significant tax implications exist

5. Most Favored Nation: Include if the lender should benefit from better terms given to future note holders

6. Information Rights: Include if the lender requires specific financial reporting or information access

7. Pre-emptive Rights: Include if the lender should have rights in future financing rounds

1. Schedule 1: Principal Terms: Key financial terms including principal amount, interest rate, maturity date

2. Schedule 2: Form of Conversion Notice: Template for the lender to exercise conversion rights

3. Schedule 3: Calculation of Conversion Price: Detailed methodology for determining share price upon conversion

4. Schedule 4: Corporate Information: Details of the borrower's corporate structure and share capital

5. Appendix A: Shareholders' Agreement Terms: Key terms to apply post-conversion, if applicable

6. Appendix B: Required Corporate Approvals: List of necessary corporate and regulatory approvals for conversion