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Convertible Notes Agreement Template for Nigeria

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Key Requirements PROMPT example:

Convertible Notes Agreement

"I need a Convertible Notes Agreement for my Nigerian technology startup to raise $500,000 from three international investors, with a 20% discount rate, 8% interest rate, and conversion triggered at a qualified financing round of $2 million, to be completed by March 2025."

Document background
The Convertible Notes Agreement serves as a crucial financing instrument in the Nigerian business landscape, particularly for companies seeking flexible funding options without immediate equity dilution. This document is typically used when a company needs to raise capital but either cannot or prefers not to establish a firm valuation immediately. The agreement comprehensively addresses the rights and obligations of both the issuing company and investors under Nigerian law, including specific provisions required by the Companies and Allied Matters Act (CAMA) 2020 and the Investment and Securities Act 2007. It details the conversion mechanisms, which allow the debt to convert to equity upon specified triggers such as qualified financing rounds, maturity, or other predetermined events. The document includes essential protections for both parties, interest calculations, and compliance requirements specific to the Nigerian regulatory environment.
Suggested Sections

1. Parties: Identification of the Company (Issuer) and the Noteholder(s)

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

3. Definitions: Key terms used throughout the agreement

4. Subscription and Issue: Terms of the note subscription, payment details, and issuance conditions

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

6. Maturity and Repayment: Maturity date and repayment terms

7. Conversion Rights: Terms and conditions for converting the note to equity

8. Conversion Price: Formula and mechanisms for determining the conversion price

9. Company Representations and Warranties: Company's statements of fact and legal assurances

10. Noteholder Representations and Warranties: Investor's statements of fact and legal assurances

11. Company Covenants: Ongoing obligations and restrictions on the company

12. Events of Default: Circumstances constituting default and consequences

13. Transferability: Terms governing the transfer of notes

14. Notices: Communication procedures between parties

15. Confidentiality: Protection of confidential information

16. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes

Optional Sections

1. Most Favored Nation: Provision ensuring the noteholder receives the benefit of more favorable terms offered to future investors

2. Pre-emptive Rights: Rights of noteholders to participate in future funding rounds

3. Tag-Along Rights: Rights of noteholders to join in any sale of shares by major shareholders

4. Information Rights: Rights of noteholders to receive company financial and operational information

5. Board Observer Rights: Rights to appoint a board observer, typically for larger investments

6. Anti-dilution Protection: Protection against dilution from future down rounds

7. Security: If the note is secured, provisions describing the security arrangement

8. Collective Action Provisions: Required when there are multiple noteholders, governing group decision-making

Suggested Schedules

1. Form of Conversion Notice: Standard form for noteholders to exercise conversion rights

2. Cap Table: Current capitalization table of the company

3. Conversion Price Calculations: Detailed methodology and examples of conversion price calculations

4. Company Information: Key company details including registration, directors, and share capital

5. Note Certificate Template: Form of physical or digital note certificate

6. Disclosure Schedule: Company disclosures against representations and warranties

7. Required Corporate Approvals: List of corporate approvals obtained for the note issuance

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 Industries

Technology

Financial Services

E-commerce

Healthcare

Renewable Energy

Agriculture

Manufacturing

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Education Technology

Transportation

Media and Entertainment

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Treasury

Compliance

Risk Management

Board of Directors

Executive Leadership

Investment

Company Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Investment Manager

Corporate Lawyer

Finance Director

Company Secretary

Investment Analyst

Corporate Finance Manager

Venture Capital Associate

Private Equity Manager

Startup Founder

Business Development Director

Treasury Manager

Risk Manager

Compliance Officer

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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