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Convertible Note Deed (Post-Money)

A Convertible Note Deed is an agreement whereby an investor provides funding to a new company in return for future equity. The conversion price of the notes is based on a "post-money" valuation of the company.

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Document Overview

A Convertible Note is an agreement whereby an investor (Noteholder) provides funding to a new company in return for future equity. This Convertible Note Deed sets out the terms agreed upon between the company and Noteholder. This Deed provides details of the conversion price, events of default, conversion event and voluntary conversion.

A "post-money" valuation includes other convertible instruments, such as SAFEs, other convertible notes, options and warrants, when calculating the total capitalisation of the company.

Use this Convertible Note Deed if:

  • You are an early-stage business hoping to raise finance; or

  • You are a seed investor seeking to claim future equity of a new business.

What does the Convertible Note Deed cover?

  • Creation, issue and subscription of Notes;

  • Register of Notes;

  • Payment of subscription amount by Noteholders;

  • Purpose of Notes issued;

  • Company representations and warranties;

  • Noteholder representations and warranties;

  • Conversion and redemption procedures; and

  • Transfer of Notes.

Further information:


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