This template is a note purchase agreement in connection with the issuance and sale of convertible notes in the seed-stage financing of a startup company. A convertible note is a loan with interest that converts into preferred or common stock upon certain events. This template includes practical guidance, drafting notes, and optional clauses. Early stage companies often raise operational capital through the issuance of convertible notes in place of equity before their initial preferred stock financing. This template assumes that the offering is made under Rule 506 (17 C.F.R. ยง 230.506) of Regulation D under the Securities Act of 1933, as amended (Securities Act), as is commonly the case for seed financings. This note purchase agreement contains representations and warranties, conditions to the closing, and other closing mechanics, but does not contain the conversion price of the notes, conversion events, or events of default, all of which are included in the form of note attached to ...