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The Convertible Note Purchase Agreement is a crucial financing instrument commonly used by companies seeking interim funding before a larger equity round or during early growth stages. Under Belgian law, this document establishes the framework for a debt investment that can convert into equity shares under predetermined conditions. It's particularly valuable for companies that need immediate funding but want to defer company valuation to a later date. The agreement must comply with Belgian corporate law and financial regulations, including specific requirements for securities issuance and investor protection. It typically includes detailed provisions on conversion mechanics, interest rates, maturity dates, events of default, and investor rights. The document is especially relevant for startups and growth companies in Belgium seeking bridge financing or initial investment rounds.

1. Parties: Identification of the issuing company and the note purchaser(s)

2. Background: Context of the convertible note issuance and purpose of the agreement

3. Definitions: Defined terms used throughout the agreement

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

5. The Notes: Detailed terms of the notes, including interest rate, maturity date, and ranking

6. Conversion Rights: Terms and conditions for converting the notes into equity, including conversion price and mechanisms

7. Conversion Procedures: Administrative procedures for executing the conversion

8. Events of Default: Circumstances constituting default and consequences

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

10. Representations and Warranties of the Purchasers: Purchasers' statements about their investment capacity and eligibility

11. Covenants: Ongoing obligations of the company and restrictions on its activities

12. Information Rights: Purchasers' rights to receive company information and financial statements

13. Transfer Restrictions: Limitations on transfer of the notes

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

15. Notices: Communication procedures between parties

16. Governing Law and Jurisdiction: Belgian law governance and jurisdiction provisions

17. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and counterparts