About This Document
This Subscription Agreement formalizes an investor’s agreement to purchase a convertible promissory note issued by a Company as part of a fundraising round.
It details the subscription terms, investor representations, and the conditions under which the Notes will be issued, serving as a bridge document between the investor’s interest and the Company's capital-raising process.
Who Should Use This Template
Startups raising early-stage capital through convertible note offerings
Investors subscribing to purchase unsecured convertible promissory notes
Companies preparing for seed financing, bridge rounds, or pre-venture capital raises
Legal teams documenting investor commitments before note issuance
What the Template Includes
Description of the Notes:
Interest rate
Maturity date
Definitions of Qualified Financing and Change of Control
Detailed conversion mechanics into equity based on:
Discount rate
Valuation cap (optional)
Procedures if no financing occurs before the maturity date
Payment and acceptance process for the Notes
Investor representations and warranties, including:
Accredited investor status
Understanding of investment risks
Reliance on personal due diligence
Indemnification of the Company by the Investor for breaches or misrepresentations
Confidentiality and restrictions on resale
Governing law and jurisdiction (Delaware default)
Signature pages for individual and entity investors
Certificate of Signatory for entity investors
Exhibit A: Form of Convertible Promissory Note
Editable Word format for easy customization
Instructions for Completing the Template
Insert:
Company Name
Interest Rate for the Notes (e.g., 6% annually)
Maturity Date (e.g., 18–24 months after issuance)
Qualified Financing Threshold (e.g., $1M raised)
Discount Rate and/or Valuation Cap if applicable
Specify deadlines for offering close (e.g., [INSERT DATE] for closing subscriptions).
Confirm the Company’s notice address and Investor's information for communication.
Customize acknowledgment legends regarding securities law compliance and transfer restrictions.
Complete the Signature Page and Certificate of Signatory (if applicable).
Ensure that subscription funds are handled according to the Company’s wire instructions or check processing details.
Keep fully executed copies for company and investor records.
Important Reminder
This document is provided as a template to assist with standard convertible note subscription processes.
It does not constitute legal advice. Always consult a qualified attorney to adapt the Subscription Agreement to your specific offering, align it with securities regulations, and customize it based on your capital-raising strategy and investor class.
About This Document
This Subscription Agreement formalizes an investor’s agreement to purchase a convertible promissory note issued by a Company as part of a fundraising round.
It details the subscription terms, investor representations, and the conditions under which the Notes will be issued, serving as a bridge document between the investor’s interest and the Company's capital-raising process.
Who Should Use This Template
Startups raising early-stage capital through convertible note offerings
Investors subscribing to purchase unsecured convertible promissory notes
Companies preparing for seed financing, bridge rounds, or pre-venture capital raises
Legal teams documenting investor commitments before note issuance
What the Template Includes
Description of the Notes:
Interest rate
Maturity date
Definitions of Qualified Financing and Change of Control
Detailed conversion mechanics into equity based on:
Discount rate
Valuation cap (optional)
Procedures if no financing occurs before the maturity date
Payment and acceptance process for the Notes
Investor representations and warranties, including:
Accredited investor status
Understanding of investment risks
Reliance on personal due diligence
Indemnification of the Company by the Investor for breaches or misrepresentations
Confidentiality and restrictions on resale
Governing law and jurisdiction (Delaware default)
Signature pages for individual and entity investors
Certificate of Signatory for entity investors
Exhibit A: Form of Convertible Promissory Note
Editable Word format for easy customization
Instructions for Completing the Template
Insert:
Company Name
Interest Rate for the Notes (e.g., 6% annually)
Maturity Date (e.g., 18–24 months after issuance)
Qualified Financing Threshold (e.g., $1M raised)
Discount Rate and/or Valuation Cap if applicable
Specify deadlines for offering close (e.g., [INSERT DATE] for closing subscriptions).
Confirm the Company’s notice address and Investor's information for communication.
Customize acknowledgment legends regarding securities law compliance and transfer restrictions.
Complete the Signature Page and Certificate of Signatory (if applicable).
Ensure that subscription funds are handled according to the Company’s wire instructions or check processing details.
Keep fully executed copies for company and investor records.
Important Reminder
This document is provided as a template to assist with standard convertible note subscription processes.
It does not constitute legal advice. Always consult a qualified attorney to adapt the Subscription Agreement to your specific offering, align it with securities regulations, and customize it based on your capital-raising strategy and investor class.
