The Convertible Note Agreement is commonly used in the German startup and growth company ecosystem as a bridge financing instrument. It provides companies with immediate access to capital while deferring the complex valuation discussions typically associated with pure equity rounds. Under German law, particular attention must be paid to corporate law requirements, especially regarding share issuance and transfer restrictions. The document typically includes provisions for automatic conversion upon qualified financing rounds, optional conversion rights, interest accrual, and maturity terms. It serves as a crucial tool for companies seeking interim financing while planning for future equity rounds, offering investors the potential upside of equity participation with the security of debt instruments. The agreement must be carefully structured to ensure enforceability under German law while maintaining flexibility for international investment scenarios.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership of your docs
1. Parties: Identification of the issuing company and the noteholder(s)
2. Background: Context of the investment and purpose of the convertible note
3. Definitions: Definitions of key terms used throughout the agreement
4. Issuance and Status of the Note: Details of the note issuance, principal amount, and ranking
5. Interest: Interest rate, calculation method, and payment terms
6. Maturity and Repayment: Maturity date and repayment provisions
7. Conversion Rights: Terms and conditions for converting the note into equity
8. Conversion Price and Mechanics: Detailed conversion price calculations and process
9. Company Representations and Warranties: Standard company representations regarding authority, compliance, and business condition
10. Noteholder Representations and Warranties: Investor representations regarding investment capacity and sophistication
11. Information Rights: Company's obligations to provide financial and other information
12. Events of Default: Circumstances constituting default and consequences
13. Transferability: Restrictions and conditions for transferring the note
14. Amendments and Waivers: Procedures for modifying the agreement
15. Notices: Communication requirements and contact details
16. Governing Law and Jurisdiction: Specification of German law application and jurisdiction
1. Security: Include if the note is to be secured by company assets
2. Subordination: Include if specific ranking arrangements with other creditors are needed
3. Tag-Along Rights: Include if noteholders should have tag-along rights pre-conversion
4. Anti-dilution Provisions: Include for additional investor protection against dilution
5. Board Observer Rights: Include if noteholder is to have board observation rights
6. Most Favored Nation: Include if subsequent note terms should apply to this note
7. Participation Rights: Include if noteholder should have rights in future rounds
8. Costs and Expenses: Include if specific cost allocation needs to be addressed
1. Form of Conversion Notice: Standard form for exercising conversion rights
2. Calculation of Conversion Price: Detailed methodology and examples of conversion price calculations
3. Cap Table: Current and post-conversion capitalization table
4. Form of Note Certificate: Physical form of the note if required
5. Corporate Authorizations: Copies of relevant corporate approvals
6. Technical Terms of the Notes: Detailed technical specifications of the note terms
7. Warranties: Detailed company warranties
8. Existing Indebtedness: Schedule of company's existing debt obligations
Find the exact document you need
Security Interest Contract
A German law-governed agreement establishing security interests over assets to secure specified obligations, structured in accordance with German civil law requirements.
Download
Real Estate Security Agreement
A German law security agreement creating a property-based collateral (Grundschuld/Hypothek) to secure financial obligations, requiring notarization and land register registration.
Download
Security Agreement For Promissory Note
A German law-governed agreement creating security over a promissory note, establishing the secured party's rights and the security provider's obligations.
Download
Personal Property Security Agreement
A German law-governed agreement creating security interests over personal property, establishing rights and obligations between secured party and grantor.
Download
Data Privacy Contract
A German law-governed Data Privacy Contract establishing GDPR and BDSG-compliant terms for personal data processing between parties.
Download
Model Intercreditor Agreement
German law-governed agreement establishing priorities and relationships between different classes of creditors, including payment waterfalls and enforcement rights.
Download
Note And Security Agreement
A German law-governed agreement combining a promissory note with security arrangements, documenting loan terms and collateral provisions.
Download
Consumer Security Agreement
A German law-governed agreement establishing security interests over consumer assets as collateral, incorporating mandatory consumer protection provisions under German and EU law.
Download
Collateral Control Agreement
A German law agreement establishing the framework for third-party control and monitoring of collateral assets in secured financing arrangements.
Download
Membership Interest Pledge Agreement
A German law agreement establishing a pledge over membership interests in a company as security for financial or other obligations.
Download
Membership Interest Agreement
German law agreement governing the transfer or issuance of membership interests in a GmbH, outlining terms, conditions, and party obligations.
Download
Lease Security Agreement
A German law agreement governing rental security deposits (Mietkaution), specifying deposit terms and management in compliance with BGB requirements.
Download
Account Control Agreement Collateral
German law-governed tripartite agreement establishing control over bank accounts as collateral security, setting out rights and obligations of account holder, secured party, and account bank.
Download
Retail Installment Contract And Security Agreement
A German law retail contract combining product sale, installment financing, and security interest provisions, compliant with German consumer protection regulations.
Download
Personal Loan Contract With Collateral
German law-governed personal loan agreement with security interests, incorporating consumer protection provisions and collateral arrangements under the BGB.
Download
Shareholder Agreement Transfer Of Shares
A German law-governed agreement documenting the transfer of shares between shareholders, requiring notarization and compliance with German corporate law requirements.
Download
Third Party Collateral Agreement
A German law-governed agreement establishing third-party security interests to secure a principal debtor's obligations, structured under German civil and financial regulations.
Download
Security Control Agreement
A German law-governed agreement establishing security control measures and compliance requirements for organizational security management.
Download
Key Holding Agreement
A German law-governed agreement establishing terms for professional key holding services, including security protocols and liability provisions.
Download
Reinsurance Security Agreement
A German law-governed agreement establishing security arrangements between reinsurer and cedent, detailing collateral requirements and enforcement mechanisms under German jurisdiction.
Download
Debenture Subscription Agreement
A German law-governed agreement setting out terms for subscription to debentures, including issuance terms, rights, and obligations of the issuer and subscriber.
Download
Title Transfer Collateral Agreement
German law agreement for transferring financial collateral between parties, structured under German civil law and EU regulations.
Download
Third Party Pledge Agreement
German law security agreement where a third party pledges assets to secure another party's obligations.
Download
Commercial Security Agreement
A German law-governed agreement establishing security interests over assets, detailing rights, obligations, and enforcement mechanisms in accordance with German civil and commercial law.
Download
Stock Pledge Agreement
A German law agreement creating a security interest over shares through a pledge (Pfandrecht), detailing creation, perfection, and enforcement arrangements.
Download
Collateral Security Agreement
German law-governed security agreement establishing security interests over specified collateral, compliant with BGB requirements and German security interest regulations.
Download
Receivables Pledge Agreement
A German law security agreement creating a pledge over receivables to secure financial obligations.
Download
Personal Data Protection Agreement
A German law-governed Personal Data Protection Agreement ensuring GDPR and BDSG compliance for personal data processing activities.
Download
Master Security Agreement
A German law-governed framework agreement establishing security interests over assets to secure financial obligations, compliant with German civil and commercial law requirements.
Download
Promissory Note And Security Agreement
A German law document combining a promise to pay with security provisions, establishing both debt obligations and collateral arrangements under German civil law.
Download
Collateral Access Agreement
A German law agreement governing the terms of custodial holding and access to collateral assets between financial institutions.
Download
Convertible Note Agreement
A German law-governed agreement establishing terms for a debt investment that can convert to equity, combining German corporate law compliance with international investment standards.
Download
Third Party Security Agreement
A German law-governed agreement where a third party provides security for another entity's obligations, structured in accordance with German civil law requirements.
Download
Pledge And Security Agreement
A German law security document creating pledges over specified assets to secure obligations, complying with BGB requirements for valid security interests.
Download
Security Purchase Agreement
A German law-governed agreement for the sale and purchase of securities, detailing transfer terms and regulatory compliance requirements.
Download
Master Repurchase Agreement
A German law-governed master agreement for repurchase transactions between financial institutions, setting out terms for securities sale and repurchase arrangements.
Download
Cross Collateral Agreement
A German law-governed agreement establishing cross-collateralization arrangements where multiple security interests secure various obligations, compliant with German banking and security regulations.
Download
Asset Pledge Agreement
A German law security document creating a pledge over specified assets in favor of a creditor, establishing security rights under the German Civil Code.
Download
Warrant Purchase Agreement
A German law-governed agreement setting out terms for the issuance and purchase of warrants, including exercise rights and regulatory compliance requirements.
Download
Pledge Of Shares Agreement
A German law security document creating a pledge over shares in favor of a creditor as collateral for specified obligations.
Download
ұԾ’s Security Promise
Genie is the safest place to draft. Here’s how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; ұԾ’s AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it
.png)