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The Unsecured Convertible Promissory Note is a strategic financing instrument commonly used in early-stage company funding, particularly in the Austrian market where traditional debt financing might be less accessible for growth companies. This document type bridges the gap between straight debt and equity financing, offering investors the security of debt with the upside potential of equity participation. It is particularly useful in situations where company valuation might be premature or uncertain, allowing parties to defer valuation discussions while providing immediate funding. The document incorporates all necessary provisions required under Austrian law, including compliance with the Austrian Civil Code (ABGB) and Commercial Code (UGB), while maintaining flexibility for commercial terms such as conversion triggers, interest rates, and maturity dates. The unsecured nature of the note reflects the typical risk profile of early-stage investments while potentially offering faster execution compared to secured instruments.

1. Parties: Identification of the Lender(s) and the Company (Borrower), including full legal names, registration details, and addresses

2. Background: Context of the loan arrangement and purpose of the convertible note

3. Definitions: Key terms used throughout the document, including financial terms, conversion-related definitions, and other technical terminology

4. Loan Amount and Issuance: Details of the principal amount, issuance date, and disbursement terms

5. Interest: Interest rate, calculation method, payment periods, and compound interest provisions

6. Maturity and Repayment: Maturity date and repayment terms, including any early repayment provisions

7. Conversion Rights: Terms and conditions for converting the note into equity, including conversion price, timing, and mechanics

8. Conversion Price Adjustments: Mechanisms for adjusting the conversion price in response to corporate events or anti-dilution provisions

9. Events of Default: Circumstances constituting default and consequences thereof

10. Representations and Warranties: Standard representations by both parties regarding capacity, authority, and compliance

11. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

12. Notices: Process and requirements for formal communications between parties

13. Assignment and Transfer: Terms governing the transfer or assignment of the note

14. Amendments and Waivers: Procedures for modifying the agreement or waiving rights