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Note Conversion Agreement
"I need a Note Conversion Agreement to convert a $500,000 convertible note held by a Silicon Valley VC firm into Series A preferred shares at a $10M valuation cap, with the conversion to be completed by March 2025."
1. Parties: Identification of the parties to the agreement, including the note holder and the company
2. Background: Context of the original note and reasons for conversion
3. Definitions: Key terms used throughout the agreement including conversion price, securities, and other relevant definitions
4. Conversion Terms: Details of conversion, including conversion price, ratio, and timing
5. Mechanics of Conversion: Process and procedures for executing the conversion
6. Representations and Warranties: Statements of fact by both parties regarding authority, securities law compliance, and ownership
7. Governing Law: Jurisdiction and applicable law governing the agreement
1. Anti-dilution Provisions: Protection mechanisms against dilution of converted shares, used when requested by noteholder or standard for similar transactions
2. Registration Rights: Rights to register converted shares, typically included for larger investments or sophisticated investors
3. Board Rights: Rights to board representation post-conversion, included for significant investments
4. Tag-Along Rights: Rights allowing minority shareholders to join in sale of shares by majority shareholders
1. Schedule A - Original Promissory Note: Copy of the original note being converted
2. Schedule B - Capitalization Table: Pre and post-conversion cap table showing ownership structure
3. Schedule C - Form of Notice of Conversion: Template for executing conversion
4. Schedule D - Disclosure Schedule: Exceptions to representations and warranties
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Promissory Note Conversion Agreement
A U.S. legal agreement that converts debt from a promissory note into equity shares of a company, subject to federal and state securities laws.
Note Conversion Agreement
A U.S.-governed agreement that documents the conversion of debt into equity, typically used for converting promissory notes into company shares.
Convertible Notes Agreement
A U.S.-governed agreement establishing terms for debt that can convert to equity, commonly used in early-stage financing.
Debt To Equity Conversion Agreement
A U.S. legal agreement that converts outstanding debt into company equity shares, subject to federal and state regulations.
Loan Conversion To Equity Agreement
A U.S.-governed agreement that documents the conversion of an existing loan into company equity shares, subject to federal and state securities regulations.
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