A North Dakota Convertible Note Subscription Agreement is a legal document that outlines the terms and conditions of an investment made by an individual or entity (the "subscriber") into a company in North Dakota. This agreement serves as a binding contract between the company issuing the convertible note (the "issuer") and the subscriber. Keywords: North Dakota, Convertible Note, Subscription Agreement The North Dakota Convertible Note Subscription Agreement includes essential details such as the identity of the issuer and the subscriber, the principal amount invested, the interest rate, the maturity date, and the conversion terms. There are several types of North Dakota Convertible Note Subscription Agreements: 1. Simple Convertible Note: This agreement entails a straightforward convertible note without additional complex provisions. It typically outlines the conversion ratio and the conditions under which conversion into equity can occur. 2. Discount Convertible Note: In this type of agreement, the subscriber receives a discounted price on the conversion of the note into equity. The discount serves as an incentive for early investors. 3. Cap Convertible Note: This agreement features a valuation cap, which sets a maximum price at which the convertible note can convert into equity. The cap protects the subscriber from dilution if the company's valuation increases before conversion. 4. Fully Diluted Conversion: This type of agreement considers the conversion of the note into equity on a fully diluted basis. It takes into account outstanding equity, including stock options, warrants, and convertible securities, ensuring the subscriber receives an appropriate ownership stake. 5. Qualified Financing Provision: Some North Dakota Convertible Note Subscription Agreements contain a qualified financing provision. This provision stipulates that the note will automatically convert into equity if the issuer undergoes a designated financing round, reaching a pre-determined amount. 6. Control Purchase Agreement: This agreement allows the subscriber to purchase additional shares to maintain their ownership percentage if new investors participate in a subsequent equity financing round. It is vital for both the issuer and the subscriber to carefully review and understand the terms and conditions of the North Dakota Convertible Note Subscription Agreement before signing. Consulting legal counsel is highly recommended ensuring compliance with North Dakota securities laws and to protect the rights and interests of both parties involved.