The Startup Checklist

Appendix ESample Convertible Note Term Sheet

Terms for Convertible Note Bridge Financing of NewCo, Inc. _______, 20__

The following is a summary of the principal terms with respect to the proposed convertible note financing of NewCo, Inc, a Delaware corporation (the “Company”). Except for the sections entitled “Expenses” and “No Shop/Confidentiality,” such summary of terms does not constitute a legally binding obligation. Any other legally binding obligation will only be made pursuant to definitive agreements to be negotiated and executed by the parties.

Securities to Issue:	Convertible promissory notes of the Company (the “Notes”).
Aggregate Proceeds:	Minimum of $_________ and maximum of $__________ in aggregate, including the conversion of any prior convertible notes outstanding as of the Closing.
Lenders:	Nice Guy Angels, LLC (the “Lead Lender”), who will lend a minimum of $__________, and other lenders acceptable to the Company and the Lead Lender.
Purchase Price:	Face value.
Interest Rate:	Annual 5 percent accruing cumulative interest, payable at maturity.
Term:	All principal, together with accrued and unpaid interest under the Notes, is due and payable on the date that is 12 months from the Closing (the “Maturity Date”). The Maturity Date may be extended by the consent of holders of the Notes that hold a majority of the aggregate outstanding principal amount of the Notes (a “Majority Interest”).
Note Priority:	Notes shall be senior to all other indebtedness. ...