Convertible Note Agreement

Convertible Note (EN)

This Convertible Note Agreement (“Agreement”) is made and entered into on effective_date,

by and between:

Issuer:

issuer_company_name, a company organized and existing under the laws of issuer_country, with its principal office at issuer_address, registered with the Chamber of Commerce under number issuer_registration_number, represented by issuer_representative (issuer_representative_title);

hereinafter referred to as “Issuer”;

and

Investor:

investor_full_name, if a natural person, born on investor_date_of_birth in investor_place_of_birth, residing at investor_address, investor_city, investor_country;

OR

investor_company_name, a company registered in investor_registration_country, with its principal office at investor_company_address, represented by investor_representative (investor_representative_title);

hereinafter referred to as “Investor”.

Collectively referred to as the “Parties.”

Recitals

WHEREAS, the Issuer is seeking to raise capital to finance its business operations and growth, and the Investor desires to provide such capital in the form of a convertible note;

WHEREAS, the Investor agrees to lend a principal sum to the Issuer under the terms set forth herein, with the understanding that the note may be converted into equity upon the occurrence of a conversion event;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. Definitions

1.1 “Note” means this convertible note evidencing the loan made by the Investor to the Issuer.

1.2 “Principal Amount” means the sum of €principal_amount provided by the Investor under this Agreement.

1.3 “Interest Rate” means the annual interest rate of interest_rate%, calculated on the basis of a 365-day year.

1.4 “Maturity Date” means the date on which the Note becomes due and payable, which is maturity_date.

1.5 “Conversion Event” means an equity financing, a change of control, or any other event triggering conversion as specified in Section 3 below.

1.6 “Conversion Discount” means the percentage discount, equal to conversion_discount%, applied to the price per share of the equity issued in the Conversion Event.

1.7 “Valuation Cap” means the maximum pre-money valuation at which the Note will convert into equity, equal to €valuation_cap.

1.8 “Business Day” means any day other than a Saturday, Sunday, or public holiday in governing_law_jurisdiction.

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