New Hampshire Convertible Secured Promissory Note

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Multi-State
Control #:
US-ENTREP-0036-2
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Word; 
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Description

A Convertible Note Subscription Agreement details the factors in the coversion of a note. A convertible note is aform of short-term debt that converts into equity, typically in conjunction with a future financing round; in effect, the investor would be loaning money to a startup and instead of a return in the form of principal plus interest, the investor would receive equity in the company.
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FAQ

What should be included in a Secured Promissory Note? The amount of the loan and how that money may be transferred. All parties involved and their contact information. ... Repayment schedule. ... Any interest on the loan. ... The details of the collateral.

Typical terms of convertible notes are: interest rate, maturity date, conversion provisions, a conversion discount, and a valuation cap.

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.

The main disadvantages of convertible note offerings are equity dilution and near?term stock price impact and, if the stock price fails to appreciate above the conversion price, potential refinancing risk.

Convertible loan notes can lead to dilution of existing shareholders' equity when the notes convert. This can be a disadvantage for start-ups that want to maintain control over their company.

A secured convertible promissory note, or SCP for short, is a type of security instrument that gives the holder the right to convert their debt into equity in the issuer company. Typically, an SCP will convert at a discount to the market value of the company's shares at the time of conversion.

At its most basic, a promissory note should include the following things: Date. Name of the lender and borrower. Loan amount. Whether the loan is secured or unsecured. If it's secured with collateral: What is the collateral? ... Payment amount and frequency. Payment due date. Whether the loan has a cosigner, and if so, who.

The basic concept for valuing a convertible note is the same in theory as the valuation of any other financial asset. The value of the note is equal to the present value of the future income that the convertible note will receive, discounted to the present value based on its associated risk.

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New Hampshire Convertible Secured Promissory Note