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Convertible note agreement

template

A common early-stage investment structure: the investor lends money now, without agreeing on a company valuation yet, and the loan converts into equity later — usually at a discount to the price paid by future investors, and/or capped at a maximum valuation.

Good fit for

  • +Early-stage investment when the company's valuation is hard to agree on yet
  • +An investor wanting eventual equity while deferring the valuation conversation to a later, better-informed round

Not ideal for

  • −Investors who want an ongoing revenue share instead of eventual equity — use the royalty agreement for that
  • −A straightforward, already-agreed equity stake with no need to defer valuation — use the equity purchase agreement directly

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