Convertible Loan Note Agreement Template for Saudi Arabia

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Key Requirements PROMPT example:

Convertible Loan Note Agreement

"I need a Shariah-compliant Convertible Loan Note Agreement for a 5 million SAR investment into my technology startup, with conversion rights triggering on either a Series A round or March 2025, including standard Saudi market terms and basic investor information rights."

Document background
The Convertible Loan Note Agreement is a crucial document in the Saudi Arabian venture capital and growth financing landscape, designed to facilitate Islamic-compliant investment in emerging companies while providing investors with potential equity upside. This document is typically used when a company seeks growth capital but wants to defer equity valuation, or when investors prefer a structure that provides both security and conversion rights. The agreement must carefully balance Shariah compliance requirements with conventional convertible note features, addressing key aspects such as profit-sharing mechanisms (instead of interest), conversion triggers, valuation mechanisms, and investor protection rights. It's particularly relevant in the context of Saudi Arabia's Vision 2030 initiative, which aims to diversify the economy and promote entrepreneurship while maintaining adherence to Islamic principles. The document includes comprehensive details about conversion mechanics, company obligations, investor rights, and compliance with both Saudi commercial law and Shariah requirements.
Suggested Sections

1. Parties: Identification of the Lender(s), Company (Borrower), and any guarantors

2. Background: Context of the financing arrangement and acknowledgment of Shariah compliance

3. Definitions and Interpretation: Key terms, including Conversion Price, Maturity Date, Qualifying Event, etc.

4. Subscription and Issuance: Terms of loan note issuance and payment mechanics

5. Islamic Finance Structure: Shariah-compliant structure details and compliance declarations

6. Principal Terms of the Notes: Core financial terms including amount, profit rate, and maturity

7. Conversion Rights: Conversion triggers, mechanics, and calculation methods

8. Representations and Warranties: Company and investor declarations and assurances

9. Covenants: Ongoing obligations of the Company and restrictions

10. Events of Default: Circumstances constituting default and consequences

11. Transferability: Rules regarding transfer or assignment of the notes

12. Notices: Communication requirements and methods

13. Governing Law and Jurisdiction: Saudi Arabian law application and dispute resolution

14. General Provisions: Miscellaneous legal and administrative provisions

Optional Sections

1. Security: Include if the notes are secured by any assets or guarantees

2. Tag-Along Rights: Include if investors are given rights to participate in future sales

3. Board Observer Rights: Include if investors are granted board observation rights

4. Information Rights: Include if specific reporting obligations are required

5. Most Favored Nation: Include if future financing protection is needed

6. Subordination: Include if there are multiple classes of debt

7. Tax Provisions: Include if specific tax treatment needs to be addressed

8. Shareholder Approval: Include if conversion requires specific shareholder approvals

Suggested Schedules

1. Schedule 1 - Form of Note Certificate: Template for the physical note certificate

2. Schedule 2 - Conversion Notice: Form of notice for exercising conversion rights

3. Schedule 3 - Cap Table: Current and post-conversion capitalization table

4. Schedule 4 - Company Information: Key corporate and financial information

5. Schedule 5 - Calculation of Conversion Price: Detailed methodology for conversion calculations

6. Schedule 6 - Warranties: Detailed company warranties

7. Schedule 7 - Shariah Structure: Detailed Islamic finance structure and compliance

8. Appendix A - Relevant Corporate Approvals: Copies of required corporate authorizations

9. Appendix B - Shariah Approval: Shariah board approval or fatwa if required

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

Relevant legal definitions
Relevant Industries

Technology

Financial Services

Islamic Finance

Venture Capital

Start-ups

E-commerce

Healthcare Technology

FinTech

Real Estate

Manufacturing

Renewable Energy

Education Technology

Biotechnology

Software Development

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Risk Management

Compliance

Islamic Finance

Investment

Corporate Secretariat

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Investment Manager

Legal Counsel

Shariah Compliance Officer

Corporate Treasurer

Investment Director

Finance Director

Company Secretary

Risk Manager

Venture Capital Associate

Islamic Finance Specialist

Corporate Development Manager

Business Development Director

Financial Controller

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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