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Explore ReferentThis Convertible Note Purchase Agreement (“Agreement”) is entered into on [Date], by and between:
Company (Issuer): [Company Name]
Address: [Address]
Phone: [Phone Number]
Email: [Email Address]
Investor (Purchaser): [Investor Name or Entity]
Address: [Address]
Phone: [Phone Number]
Email: [Email Address]
Together referred to as the “Parties.”
The Company agrees to issue and sell to the Investor, and the Investor agrees to purchase, convertible promissory notes (the “Notes”) in the aggregate principal amount of $[Amount].
The Notes shall accrue interest at an annual rate of [X]%, compounded annually, until conversion or repayment.
The Notes shall mature on [Maturity Date]. If conversion has not occurred by that date, the principal and accrued interest shall become payable unless otherwise agreed.
Upon a qualified financing event of at least $[Amount], the Notes and accrued interest shall automatically convert into equity securities of the Company at:
Discount Rate: [X]% of the price paid by new investors.
Valuation Cap: $[Valuation Cap].
If no qualified financing occurs before the Maturity Date, the Investor may elect to convert or demand repayment.
Discount Rate: [X]% of the price paid by new investors.
Valuation Cap: $[Valuation Cap].
If no qualified financing occurs before the Maturity Date, the Investor may elect to convert or demand repayment.
The Investor may voluntarily convert the Notes into equity at any time prior to the Maturity Date at the terms set forth above.
The Company agrees to use the proceeds exclusively for business development, operations, and growth as described in Exhibit A.
Company Representations:
The Company is duly organized, validly existing, and authorized to issue the Notes.
No conflicts exist that would prevent execution of this Agreement.
The Company is duly organized, validly existing, and authorized to issue the Notes.
No conflicts exist that would prevent execution of this Agreement.
Investor Representations:
The Investor is an accredited investor with full authority to purchase the Notes.
The Investor understands the risks of early-stage investments.
The Investor is an accredited investor with full authority to purchase the Notes.
The Investor understands the risks of early-stage investments.
The Investor shall receive the same rights and preferences afforded to future equity investors, including information and reporting rights, unless otherwise agreed.
The following shall constitute an Event of Default:
Failure to pay principal or interest when due.
Bankruptcy or insolvency of the Company.
Breach of material obligations under this Agreement.
Upon default, the Investor may demand immediate repayment of all amounts owed.
Failure to pay principal or interest when due.
Bankruptcy or insolvency of the Company.
Breach of material obligations under this Agreement.
Upon default, the Investor may demand immediate repayment of all amounts owed.
This Agreement shall be governed by and construed under the laws of [State/Country].
This Agreement represents the entire understanding between the Parties and supersedes all prior negotiations or communications.
Company Signature: ____________________________ Date: _________
Printed Name & Title: _________________________________________
Investor Signature: ____________________________ Date: _________
Printed Name & Title: _________________________________________
Each template already follows legal structure and best practices.
The agreement is automatically filled and adapted to your inputs.
Check the generated document, make edits if needed, and download a ready-to-use agreement.
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
Frequently asked
A Convertible Note Purchase Agreement is a financing document used by startups and investors where the investor provides a loan to the company that later converts into equity, usually during a future financing round.
It simplifies early-stage fundraising by deferring valuation negotiations, while protecting investors with conversion rights and companies with structured repayment and investment terms.
Use it when raising seed or bridge financing from angel investors or venture capitalists, particularly when company valuation is uncertain or evolving.
It should outline purchase terms, interest rates, maturity date, conversion triggers, discount rates, valuation caps, and investor rights.
The debt converts into equity shares when a qualifying financing event occurs, usually at a discount or capped valuation to reward early investors for their risk.
Use our AI-powered builder to generate a tailored agreement in minutes — ready to execute and legally compliant.
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