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The Profit Sharing Loan Agreement is a specialized financing instrument used when traditional debt or equity financing doesn't meet the parties' needs. This document, governed by Dutch law, is particularly useful for businesses seeking flexible financing without diluting ownership or taking on fixed interest obligations. It establishes a hybrid financing structure where the lender's returns are linked to the borrower's financial performance, making it attractive for growth companies and investors seeking higher potential returns. The agreement includes comprehensive provisions for profit calculation, information rights, and protection mechanisms, while ensuring compliance with Dutch financial regulations, tax laws, and corporate requirements. Common applications include growth financing, project funding, and strategic investments where both parties want to align their financial interests.

1. Parties: Identification of the Lender and Borrower with their full legal details

2. Background: Context of the loan arrangement and the parties' intention to enter into a profit-sharing structure

3. Definitions and Interpretation: Definitions of key terms including 'Profit', 'Calculation Period', 'Loan Amount', and interpretation rules

4. The Loan: Core terms including loan amount, disbursement conditions, and purpose

5. Profit Share Mechanism: Detailed explanation of how profits will be calculated and shared

6. Interest and Fees: Base interest rate (if any) and other fees, separate from profit share

7. Repayment Terms: Repayment schedule, methods, and conditions

8. Calculation and Payment of Profit Share: Process and timing for profit calculations and distributions

9. Information Rights and Financial Reporting: Borrower's obligations to provide financial information and lender's audit rights

10. Representations and Warranties: Standard and specific declarations by both parties

11. Covenants: Ongoing obligations of the borrower regarding business operations and financial management

12. Events of Default: Circumstances constituting default and consequences

13. Boilerplate Provisions: Standard legal provisions including notices, amendments, governing law, and jurisdiction