Bold writing in the Convertible Note Agreement Template

Aug 6th, 2022
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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
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.
A valuation cap is used in a convertible note to give the noteholders a ceiling value at which their investment will convert and, in turn, that gives them a floor in regard to their ownership.
Typical terms of convertible notes are: interest rate, maturity date, conversion provisions, a conversion discount, and a valuation cap.
Typically the convertible loan note will include details of conversion on the maturity date (normally on an anniversary of the date of the convertible loan note) at an agreed pre-money valuation. A company will usually pay interest on its convertible debt at a rate of between 4% and 8% per annum.
SAFE comes with a valuation cap that defines the maximum amount investors can pay for the preferred shares, irrespective of the valuation. It also establishes a discount rate on the price for future investors in an equity funding round. A convertible note provides an interest-bearing debt to the new business.
The inputs to most convertible note valuation models include the economic terms of the notes (such as the interest rate, tenor, and initial conversion price), issuer-specific metrics (such as an estimate of the companys credit spread, the current price of the underlying common stock, the current dividend rate, and the

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