Restaurant Convertible Note Agreement
This Restaurant Convertible Note Agreement (the "Agreement") is made and entered into as of [Month Day, Year] by and between the following parties:
[Your Company Name], a corporation organized and existing under the laws of [State], with its principal office located at [Your Company Address], referred to herein as the "Company."
And
[Investor Name], an individual or entity with an address at [Address], referred to herein as the "Investor."
Recitals
WHEREAS, the Company is engaged in the business of operating a restaurant and requires funding to expand its operations;
WHEREAS, the Investor is willing to provide funding to the Company in exchange for a convertible note, which may be converted into equity in the Company under certain conditions;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows:
Terms of the Convertible Note
1. Principal Amount
The Investor agrees to lend to the Company, and the Company agrees to borrow from the Investor, the principal amount of [$0] (the "Principal Amount").
2. Interest Rate
The outstanding Principal Amount shall bear interest at a rate of [X]% per annum, calculated on the basis of a 365-day year and actual days elapsed.
3. Term
The term of this note shall be [Number] months from the date of issuance (the "Maturity Date"), at which time the Principal Amount, together with any accrued and unpaid interest, shall be due and payable.
4. Conversion Rights
The Investor shall have the right, at any time prior to the Maturity Date, to convert all or any portion of the outstanding Principal Amount and accrued interest into shares of the Company's common stock. The conversion price shall be $[0] per share.
5. Events of Default
If any of the following events occur, the Principal Amount and all accrued interest shall become immediately due and payable:
(a) the Company fails to make any payment due under this note within [0] days of its due date;
(b) the Company becomes insolvent or files for bankruptcy; or
(c) the Company ceases operations.
Additional Provisions
1. Representations and Warranties
Each party represents and warrants that it has the legal authority to enter into this Agreement, and that the execution and performance of this Agreement will not violate any law or other agreement to which it is a party.
2. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.
3. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral, relating to such subject matter.
4. Amendments
No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties hereto.
5. Notices
All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, by certified mail, return receipt requested, or by a reputable overnight courier service to the addresses set forth above.
Signatures
IN WITNESS WHEREOF, the parties hereto have executed this Restaurant Convertible Note Agreement as of the day and year first above written.
[Your Name]
[Title]
[Your Company Name]
[Complete Name]
Investor
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