# EXAMPLE: CONVERTIBLE LOAN NOTE
## Instrument and parties
This fictional convertible loan note is issued on 18 March 2027 by Harbour Angel Nominees Limited and Lumen Orchard Technologies Limited. It is a debt instrument, not a share issue or public financial promotion. The parties must check Companies Act authority, investor status, tax and any required filings.
## 1. Advance and interest
Harbour Angel lends £120,000 to Lumen Orchard on 18 March 2027. Interest is simple interest at 8% a year and the maturity date is 18 March 2029.
The advance is paid to the company's nominated account. Interest accrues daily, is not compounded and is payable or capitalised only as this note provides.
## 2. Conversion
At the next qualifying equity issue of at least £500,000, principal and accrued interest convert at the lower of a 20% discount or a £2 million pre-money valuation cap.
The company must deliver a conversion notice, board approval and updated register, and issue fully paid shares only when lawful authority exists.
## 3. Maturity and repayment
If no qualifying issue occurs by maturity, the investor may demand repayment or elect conversion on the most recent bona fide price, subject to Companies Act requirements.
Repayment is made in cleared funds within ten Business Days of demand. No consumer-credit wording is intended and mandatory restrictions prevail.
## 4. Default and protections
Default includes non-payment after five Business Days, insolvency and an unauthorised disposal of core intellectual property; enforcement does not waive statutory restrictions.
The investor receives information rights and may inspect reasonable records on five Business Days' notice. Confidentiality, data protection and intellectual-property restrictions continue.
## 5. Law and execution
This note is governed by England and Wales law and the courts have exclusive jurisdiction. Signed for the company by its director and accepted by the investor on 18 March 2027:
Company: ____________________ Investor: ____________________