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1. Parties: Identifies the maker/borrower, holder/lender, and any guarantors
2. Background: Explains the context of the loan and security arrangement
3. Definitions: Defines key terms including Maturity Date, Interest Rate, Conversion Price, Event of Default, etc.
4. Promise to Pay: Core promise to repay principal amount with specified interest
5. Interest: Details of interest calculation, payment periods, and compound interest provisions
6. Security Interest: Creation and terms of the security interest, including description of collateral
7. Conversion Rights: Terms under which the note may be converted into equity, including conversion price and mechanics
8. Events of Default: List of events constituting default and consequences
9. Remedies: Rights and remedies of the holder upon default
10. Representations and Warranties: Basic representations of the borrower regarding authority, binding nature, no conflicts
11. General Provisions: Standard provisions including notices, amendments, governing law, etc.
1. Subordination: Required when the note needs to be subordinated to other debt
2. Qualified Financing Conversion: Added when automatic conversion is triggered by a qualified financing event
3. Corporate Transaction Provisions: Include when specific provisions for sale or merger are needed
4. Multiple Closing Provisions: Required for notes issued as part of a series
5. Registration Rights: Include when holder requires registration rights for converted shares
6. Covenants: Added when specific ongoing obligations of the borrower are required
7. Guarantee: Include when a third party is guaranteeing the obligations
8. Prepayment Rights: Added when early payment provisions are allowed
9. MFN (Most Favored Nation): Include when holder should benefit from better terms given to future investors
1. Schedule A - Conversion Mechanics: Detailed procedures for conversion, including notices and documentation
2. Schedule B - Form of Security Agreement: Detailed security agreement if not incorporated in main document
3. Schedule C - Description of Collateral: Detailed description of assets serving as security
4. Schedule D - Permitted Liens: List of existing liens permitted on the collateral
5. Schedule E - Form of Conversion Notice: Template for holder to exercise conversion rights
6. Schedule F - Wire Instructions: Payment details for principal and interest payments
7. Schedule G - Disclosure Schedule: Exceptions to representations and warranties
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