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Convertible Note Contract Template for Canada

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Key Requirements PROMPT example:

Convertible Note Contract

"I need a Convertible Note Contract for my Canadian tech startup to raise CAD 500,000 from an angel investor, with 8% annual interest, 20% discount rate on conversion, and a valuation cap of CAD 5 million, maturing on March 1, 2025."

Document background
The Convertible Note Contract is a critical financing instrument in the Canadian startup ecosystem, bridging the gap between early-stage funding and equity rounds. This document is typically used when companies need quick access to capital without establishing an immediate valuation, offering investors the potential for equity conversion at a future date. The agreement must comply with Canadian securities laws, including federal and provincial regulations, particularly regarding private placement rules and prospectus exemptions. It contains essential provisions covering investment terms, conversion mechanics, interest calculations, and investor protections, making it suitable for seed-stage funding, bridge financing, or interim capital raises. The document's structure accommodates various conversion scenarios, including qualified financing rounds, acquisition events, or maturity date conversions, while ensuring compliance with Canadian corporate and securities regulations.
Suggested Sections

1. Parties: Identification of the Company (Issuer) and the Investor (Note Holder)

2. Background: Context of the investment and purpose of the convertible note

3. Definitions: Key terms used throughout the agreement including Maturity Date, Conversion Price, Qualified Financing, etc.

4. The Note: Principal amount, issue date, and basic terms of the debt instrument

5. Interest: Interest rate, calculation method, and payment terms

6. Maturity: Maturity date and repayment obligations

7. Conversion Rights: Triggers for conversion, conversion price calculations, and mechanics

8. Qualified Financing: Definition and terms of automatic conversion upon qualified financing

9. Representations and Warranties: Standard company and investor representations

10. Events of Default: Circumstances constituting default and consequences

11. General Provisions: Standard boilerplate provisions including notices, amendments, and governing law

Optional Sections

1. Discount Rate: Optional conversion discount structure, used when offering price advantage on conversion

2. Valuation Cap: Maximum valuation for conversion calculations, included when protecting against high valuations

3. Pre-payment Rights: Terms allowing early repayment, if permitted

4. Information Rights: Investor's rights to receive company information, included for sophisticated investors

5. Participation Rights: Rights to participate in future financing rounds

6. Security Interest: Terms for secured notes, if applicable

7. Most Favored Nation: Protection ensuring investor gets best terms offered to other note holders

8. Change of Control: Provisions dealing with company sale or merger

Suggested Schedules

1. Schedule A - Form of Notice of Conversion: Standard form for exercising conversion rights

2. Schedule B - Calculation of Conversion Price: Detailed formulas and examples for conversion calculations

3. Schedule C - Wire Transfer Instructions: Payment details for note proceeds

4. Schedule D - Capitalization Table: Current company capitalization structure

5. Schedule E - Company Information: Key company details and disclosures

6. Appendix 1 - Accredited Investor Questionnaire: Form to confirm investor's accredited status under securities laws

7. Appendix 2 - Risk Factors: Disclosure of investment risks

Authors

Alex Denne

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

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Relevant Teams

Legal

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Executive Leadership

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Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Lawyer

Investment Manager

Venture Capitalist

Angel Investor

Startup Founder

Corporate Secretary

Finance Director

Legal Counsel

Investment Analyst

Board Member

Company Director

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