This note is a convertible instrument that is intended to be used to document a seed investment from a third party investor or a bridge financing from existing shareholders.

The terms of the note are substantially based on the keep-it-simple-security created by 500 Startups and include some of the investor friendly provisions typically included in convertible seed investments in the US and as adopted for other global markets.

This note anticipates that the investment amount is drawn down in one lump sum and is unsecured.  The investment amount:

  • automatically converts to equity on the date of a qualifying capital raise
  • is repayable (potentially at a multiple of the outstanding amount) or convertible at the investor’s discretion on the occurrence of a liquidity event
  • is repayable or convertible at the investor’s discretion at any time following maturity.

This note also anticipates that it may be one of a series of identical notes entered into as part of a seed investment round.  In that case, some decisions that relate to the investment round as a whole are to be made by a majority of the investors, rather than by an individual investor.


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