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1. Parties: Identification of the Lender(s) and Borrower with full legal details
2. Background: Context of the loan, purpose, and basic commercial terms
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Loan Amount and Drawdown: Specification of the loan amount and drawdown conditions
5. Interest: Interest rate, calculation method, and payment terms
6. Conversion Rights: Terms and conditions for converting the loan into equity
7. Repayment Terms: Repayment schedule and mechanisms if not converted
8. Events of Default: Circumstances constituting default and consequences
9. Representations and Warranties: Standard company and legal representations
1. Security: Details of any security or guarantees - used when the loan is secured
2. Information Rights: Lender's rights to company information - used for sophisticated investors or large loans
3. Anti-dilution Protection: Provisions protecting conversion rights from dilution - used when requested by sophisticated investors
4. Tag-Along Rights: Rights to participate in future share sales - used for strategic investors
1. Schedule 1 - Form of Conversion Notice: Template notice for exercising conversion rights
2. Schedule 2 - Conditions Precedent: List of conditions to be satisfied before drawdown
3. Schedule 3 - Calculation of Conversion Price: Detailed formula and examples for conversion price calculation
4. Schedule 4 - Form of New Shareholders' Agreement: Draft shareholders' agreement post-conversion
5. Appendix A - Corporate Details: Company information and corporate structure
Additional Shares
Agreed Form
Anti-dilution Adjustment
Applicable Law
Business Day
Completion
Conditions Precedent
Confidential Information
Conversion
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Conversion Shares
Default Interest Rate
Drawdown
Drawdown Date
Drawdown Notice
Encumbrance
Event of Default
Financial Indebtedness
Group
Interest Payment Date
Interest Period
Interest Rate
Loan
Loan Amount
Longstop Date
Material Adverse Effect
Maturity Date
New Shareholders Agreement
Ordinary Shares
Qualifying Financing
Qualifying Financing Round
Repayment Date
Security
Security Documents
Shareholders
Subscription Price
Subsidiary
Transaction Documents
Valuation
Warranties
Interest
Repayment
Conversion Rights
Conversion Mechanism
Anti-dilution Protection
Conditions Precedent
Drawdown
Security
Representations and Warranties
Covenants
Information Rights
Events of Default
Acceleration
Assignment and Transfer
Confidentiality
Pre-emption Rights
Tag-along Rights
Drag-along Rights
Board Appointment Rights
Most Favored Nation
Costs and Expenses
Notices
Amendments
Waiver
Severability
Entire Agreement
Counterparts
Governing Law
Dispute Resolution
Further Assurance
Time of Essence
Force Majeure
Termination
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