Adjust table in the Convertible Note Agreement Template

Aug 6th, 2022
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  1. Find the Convertible Note Agreement Template in DocHub’s online form catalog or add it from your gadget. You can also use the form creator to make your Convertible Note Agreement Template from the ground up.
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Pro rata rights and how they can affect seed funds are important for both seed-stage investors and founders. Having pro rata rights allows an investor to continue to put money into the company in future rounds, and by doing so the investor maintains their initial ownership percentage in the business.
Structuring a convertible note requires careful consideration of key elements. Typically, convertible notes feature the principal amount, interest rate, maturity date, and conversion terms. The conversion discount and valuation cap are crucial components influencing the conversion of the note into equity.
Convertible notes give their holders the right to receive equity of the company on certain triggering events, such as: A future equity financing (known as a Next Equity Financing or Qualified Financing), usually led by an VC fund. A sale of the company.
Change of Control: If the company is sold before a Qualified Financing takes place, a convertible note may provide that the amounts outstanding on the note will either: (i) convert into common stock at an agreed upon Cap immediately prior to the Change of Control (so that note holders can share in sale proceeds as
Pro-rata rights, also known as subscription rights or preemptive rights, refer to a clause in an agreement that gives an investor in a company the right to participate in future fundraising rounds to maintain their percentage ownership. When a company goes through further rounds of fundraising, new shares are issued.
Generally, convertible notes convert into shares (the Conversion Shares) at a qualified equity financing round (this term should be defined in the note and usually means a preferred financing round of a minimum size) at the lower of two different prices per share: (1) the price per share using the conversion cap (
Pro-rata right is the right for the investor to participate in the qualified financing, by buying additional equity with additional cash upon the terms of the qualified financing, up to an amount that when taken together with the equity converted from the convertible notes, will result in the investor maintaining the
Convertible Notes and Pro-Rata Rights Sometimes a pro-rata rights clause is included with a convertible note. These rights give an investor the ability to invest in later funding rounds in order to maintain their percentage ownership in the company.

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