A convertible bond purchase agreement is one of the many documents used in transactions where convertible bonds are issued. Convertible bonds are a desirable way for companies to raise funds for the following reasons: The Common is registered under Section 12(b) of the Foreign Exchange Act. During the two-year period prior to the balance sheet date, the Company has filed in a timely manner with the SEC all reports, schedules, forms, statements and other documents that it is required to file with the SEC in accordance with the reporting requirements of the Exchange Act (the ”SEC Documents”). At the time of their respective filings, the SEC documents complied in all material respects with the requirements of the Foreign Exchange Act and the SEC rules and regulations promulgated therein, as well as other federal, state, and local laws, rules, and regulations that apply to such filings. At the time of their respective filings, the SEC documents did not contain a false statement about a material fact or disclose a material fact that must be stated or that is necessary not to make the statements they contain misleading in the circumstances in which they were made. The Company currently meets the requirements for persons listed in Section I.A. of the General Instructions on SEC Form S-3. At the time, the Company`s financial statements contained in SEC documents (the ”Financial Statements”) were in all material respects consistent with applicable accounting standards and the rules and regulations issued by the SEC or other applicable rules and regulations relating thereto. These financial statements have been prepared in accordance with GAAP (except (i) as otherwise disclosed in these financial statements or in the notes thereto, or (ii) in the case of unaudited interim financial statements, to the extent that they do not contain footnotes or may be condensed or aggregated) and represent the consolidated financial position of the Company at the time of such financial statements and operating results and cash and treasury in all important respects. Flows for periods then ended (subject to normal audit adjustments at the end of the year in the case of unaudited financial statements).

A convertible bond purchase agreement is an agreement between certain investors and a company that binds all investors on the same terms for a particular convertible bond funding cycle. Convertible bonds are debt instruments that can be converted into shares. A frequent trigger for debt-to-equity conversion is the acquisition of a subsequent round of capital (in an amount of an agreed monetary value) by the company. ”Qualified Financing” means the first sale or issue of the Company`s equity securities153 after the date of such Transaction in connection with a Transaction or a series of related transactions (which, for the avoidance of doubt, may include warrants or other securities that may be converted into the Company`s share capital or exercisable for the Company`s share capital) at an aggregate purchase price; paid in cash (excluding the total dollar amount of outstanding principal and accrued interest from the notes converted in accordance with the Article). 2 of which) at least USD 3 000 000. If your convertible promissory note is based on the fact that the promissory note is converted when additional financing is raised, then a company typically has four options. They can repay the investor in full with the agreed interest, they can ask investors to extend the maturity date, they can convert the bond into preferred shares or they can convert the bond into common shares. Convertible bonds are also ideal for start-ups who want to get financing quickly. Since the convertible bond is just a loan, you only need a promissory note to complete the transaction, as opposed to a standard equity agreement that includes a detailed term sheet.

3. ISSUANCE OF CONVERSION DOCUMENTS. Subject to section 2, as soon as practicable after the conversion of this Debenture, the Company will arrange to obtain one or more share certificates and/or additional instruments for the convertible securities to which the registered holder is entitled under such conversion (with the legends required under applicable U.S., state and federal securities laws in the appropriate opinion of the Advisor). legal act of the company, by the instrument of incorporation or articles of association of the company153 or by an agreement between the company and the registered owner). Such conversion shall be deemed to have taken place on the date of completion of the eligible financing and the registered holder shall be deemed to be the official holder of those conversion securities for all purposes at that time. No fractional shares will be issued upon conversion of this bond. If a conversion of this debenture would otherwise result in a fractional share, the Company will pay the present value of that fractional share instead of that fractional share, calculated on the basis of the applicable conversion price. The convertible bond purchase agreement contains all the terms and conditions agreed in the convertible bond term sheet and is signed by the Company and all purchasers of convertible bonds. In addition to the conditions set out above, which should be included in the terms and conditions sheet of the convertible debenture, the convertible debenture purchase agreement should relate to: None of the Company`s trade secrets153 have been disclosed to any person other than (i) the Company`s employees, agents and representatives, (ii) as required by deposits with a government agency, (iii) if disclosure to any person under the Provisions are made in any confidentiality, consultancy, license or other confidentiality agreement entered into by the Company, or (iv) in connection with discussions with potential sources of funding for the Company, subject to customary non-disclosure agreements. Companies issue convertible promissory notes for several reasons. One reason for this is that debt is generally cheaper to structure and organize than equity. Therefore, a convertible promissory note allows companies to access potential equity financing with lower upfront costs and debt efforts.

With startups and small businesses, investors may not be financially savvy enough to properly value a business. By using convertible debentures, investors can forego valuation until a later date, when more sophisticated investors value the company and provide additional equity. An investor will provide a start-up with credit and repayment terms, i.e. the ”note”. The convertible bond contains a maturity date on which the debenture matures and the balance is due, as well as any interest accrued on the loan during that period. .