Correct age in the Convertible Note Agreement Template

Aug 6th, 2022
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How to correct age in the Convertible Note Agreement Template

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welcome back to no fear equity in the last two episodes we ran through the basics of fundraising for your startup using safes and convertible notes in this episode well tackle one of the biggest points of confusion for founders raising their seed round the difference between a pre-money safe and a post-money save lets get into it [Music] all right so quick disclaimer before we start in this episode were going to talk about valuation caps so if you need a refresher on how valuation caps work pause this lesson and go check out lesson two the links right downstairs in the description and with that said lets dive in youre raising your seed round and youve decided to fundraise on a safe but suddenly youre presented with a question do you want to raise on a pre-money safe or a post-money safe and youre like what what what is that now on first blush you might think these two things are interchangeable but its actually not that simple whether you choose to raise money on a pre-money

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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.
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.
The typical maturity date for a convertible note is between 18 and 36 months. However, the company and the investor can negotiate the maturity date. If the company cannot raise additional funding before the maturity date, the investor may be able to convert the note to equity at a predetermined price.
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.
Preemptive Rights allow the investor to purchase new securities offered by your company at your Series A round. The purpose of these rights is to prevent dilution. The investor does not want to be shut out of future financing rounds and wants to maintain a certain percentage of ownership in the company.
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.
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.
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

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