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This document serves as the primary legal instrument for structuring convertible debt financing under Dutch law. A Convertible Loan Agreement is commonly used by startups and growth companies seeking bridge financing or pre-Series A funding, where investors provide capital in the form of a loan that can later convert into equity. The agreement includes essential elements such as loan terms, interest rates, conversion triggers (like qualified financing rounds or exits), conversion price calculations, and investor protections. It's particularly suitable for situations where company valuation is difficult or when parties prefer to defer valuation discussions to a future funding round. The document must comply with Dutch corporate law requirements, particularly regarding share issuance and transfer restrictions applicable to Dutch private limited companies (BVs). It typically includes provisions for information rights, anti-dilution protection, and corporate governance arrangements that become relevant upon conversion.

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

2. Background: Context of the agreement, including the purpose of the loan and the parties' intentions regarding potential conversion

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Loan Amount and Disbursement: Specification of the loan amount, disbursement conditions, and drawdown mechanics

5. Interest: Interest rate, calculation method, payment dates, and default interest provisions

6. Repayment: Terms and conditions for repayment of the loan, including maturity date and early repayment provisions

7. Conversion Rights: Conditions and mechanics for converting the loan into shares, including conversion price/ratio and timing

8. Conversion Procedure: Step-by-step process for executing the conversion, including notices and documentation requirements

9. Representations and Warranties: Standard and specific representations and warranties from both parties

10. Covenants: Positive and negative obligations of the borrower during the loan term

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

12. Information Rights: Borrower's obligations to provide financial and other information to the lender

13. Assignment and Transfer: Provisions regarding transferability of the loan and conversion rights

14. Notices: Communication requirements and contact details

15. Governing Law and Jurisdiction: Confirmation of Dutch law governance and jurisdiction for disputes

16. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments