This template is a convertible note to be used in connection with the seed-stage financing of a startup company. Startups use seed-stage financing to raise operational capital for a period of 12-24 months in which they attempt to build their product and test the market for that product. This template includes practical guidance, drafting notes, alternate clauses, and optional clauses. This template assumes that the seed-stage financing is made through the issuance of a convertible note, which is the most common instrument to implement seed-stage financings. A convertible note is a loan from the investor to the company that converts to equity in the company upon a preferred stock financing that meets certain conditions. This template also assumes that the borrower is a Delaware corporation. Its terms are generally market, with preference given to be borrower-friendly in instances where provisions are fluid in the marketplace. For a further discussion of convertible notes as well as ...