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The Convertible Note Purchase Agreement is a crucial financing instrument commonly used by Indonesian companies, particularly startups and growth-stage businesses, seeking to raise capital without immediately setting a firm valuation. This document establishes the legal framework for issuing debt that can convert into equity, typically during a future qualified financing round. It must comply with Indonesian corporate law (Law No. 40 of 2007), investment regulations, and where applicable, foreign investment restrictions. The agreement includes essential terms such as conversion mechanisms, interest rates, maturity dates, investor rights, and company obligations, while incorporating necessary safeguards for both the issuing company and investors. It's particularly useful during bridge financing rounds or when companies need to secure funding quickly while deferring complex valuation discussions.

1. Parties: Identification of the Note purchaser(s) and the Company issuing the convertible notes

2. Background: Context of the investment and purpose of the agreement

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

4. Purchase and Sale of Notes: Terms of the note purchase including purchase price, closing conditions, and delivery mechanics

5. The Notes: Detailed description of the notes including principal amount, interest rate, and maturity date

6. Conversion Rights: Terms and conditions for converting the notes into equity, including automatic and optional conversion provisions

7. Company Representations and Warranties: Company's statements about its legal status, authority, and business condition

8. Investor Representations and Warranties: Investor's statements about their investment capacity and eligibility

9. Information Rights: Company's obligations to provide financial and other information to note holders

10. Events of Default: Circumstances that trigger default and remedies available to note holders

11. Miscellaneous: Standard legal provisions including notices, amendments, governing law, and dispute resolution