Kentucky Angel Fund Promissory Note Term Sheet

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An angel investor or angel (also known as a business angel or informal investor) is an affluent individual who provides capital for a business start-up, usually in exchange for convertible debt or ownership equity. New start-up companies often turn to the private equity market for seed money because the formal equity market is reluctant to fund risky undertakings. In addition to their willingness to invest in a start-up, angel investors may bring other assets to the partnership. They are often a source of encouragement; they may be mentors in how best to guide a new business through the start-up phase and they are often willing to do this while staying out of the day-to-day management of the business.
Term sheet is a non-binding agreement setting forth the basic terms and conditions under which an investment will be made.
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FAQ

Disadvantages of convertible notes More frequently used to fund early-stage companies, which comes with more risk for investors. Lenders may not recoup their initial investment if the company dissolves and doesn't have enough money left over to repay the debt.

Convertible notes are promissory notes that serve an additional business purpose other than merely representing debt. Convertible notes include all of the terms of a vanilla promissory note, such as an interest rate and the pledge of underlying security (if applicable). What is a Convertible Promissory Note? - Nolo nolo.com ? legal-encyclopedia ? what-is-a-c... nolo.com ? legal-encyclopedia ? what-is-a-c...

What is a convertible note? In short, a convertible note is originally structured as a debt investment but has a provision that allows the principal plus accrued interest to convert into an equity investment at a later date.

A term sheet is usually a non-binding agreement outlining the basic terms and conditions of the investment. It serves as a template for the convertible note for both parties. Convertible Notes Overview - Penn Law School University of Pennsylvania Carey Law School ? convertible-note University of Pennsylvania Carey Law School ? convertible-note PDF

Startup Law ResourcesVenture Capital, Financing. A convertible note is a loan instrument, but upon the occurrence of an "Equity Financing" - such as raising money from venture capitalists - the note will convert into equity. Convertible Note Purchase Agreement - UpCounsel upcounsel.com ? convertible-note-purchase-... upcounsel.com ? convertible-note-purchase-...

A contract for the sale and purchase of notes that allows a company (the seller) to raise money for general corporate purposes, to complete an acquisition or for other purposes. The purchasers of the notes invest in the company through their purchases of the notes.

In theory, because they are debt, convertible notes must be paid back. But in practice, this is rarely the case. If a startup fails to raise a priced equity round before the maturity date, it's highly unlikely it will have the funds needed to repay the note principal.

Most convertible notes, like other forms of debt, provide that they are due at the maturity date, usually 18 to 24 months. Occasionally, convertible notes will provide that at maturity they automatically convert to equity, or convert to equity at the option of the lender.

Term sheet examples: What's included? Along with setting the valuation for the company, a term sheet details the amount of the investment and detailed terms around the calculations of pricing for the preferred shares the investor will receive for their money. A term sheet also establishes the investor's rights.

Common provisions of a convertible debt financing include: The interest rate. Usually somewhere between 4% and 8%. The maturity date. Usually 12?24 months. A mandatory conversion paragraph. ... An optional conversion paragraph. ... A change of control provision. ... A conversion discount. ... A valuation cap. ... An amendment provision.

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Kentucky Angel Fund Promissory Note Term Sheet