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.