This document provides insights on funding strategies for startups, focusing on convertible notes and seed equity funding. It outlines key terms, pros and cons, and scenarios for best use cases, emphasizing the legal due diligence needed during financing stages. It also includes bios of contributors and legal disclaimers regarding the presentation's accuracy and purpose.

1. Before Series A - Convertible
Note and Series Seed Funding
for Startups
Dror Futter David Teten
SorinRand LLP ff Venture Capital
dfutter@sorindrand.com david@ffvc.com
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2. Biographies
Dror Futter (sorinrand.com)
• Partner, SorinRand LLP, a NY/NJ law firm focused on the representation of
startups and technology enabled companies
• Previously, General Counsel of Vidyo, Inc. (a venture backed software
company) and New Venture Partners LLP (a venture capital firm specializing
in corporate speaker)
• Co-founder of PLI’s Venture Capital Law Program and
frequent speaker on topics related to venture finance and
technology
• Columbia JD, Princeton AB
• dfutter@sorinrand.com
• @dfutterlaw 2

3. Biographies
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David Teten (teten.com)
• Partner, ff Venture Capital, early-stage technology venture capital fund
• Founder and Chairman, Harvard Business School Alumni Angels of Greater
New York .
• Lead author, The Virtual Handshake: Opening Doors and
Closing Deals Online (TheVirtualHandshake.com)
• Lead author of first-ever research study on best practices in private
equity/venture capital deal origination
• Lead author of first-ever research study on best practices of
venture capitalists in increasing portfolio company value
• Harvard MBA 1998, Yale BA
• david@ffvc.com
• @dteten

4. Definitions
•Convertible Notes – debt
instruments that convert into
equity when a defined event
occurs
•Series Seed Equity – stock in a
venture with enhanced rights
to the common stock 4

5. Stage of Venture Development
•Typically ventures face this decision
as they try to raise amounts
between $150,000 and $1,500,000
•Smaller amounts are usually raised
through simple notes
•Larger amounts are usually raised
through equity financing under
normal Series A terms 5

6. Deal Documentation
•Convertible Note
•Note Purchase Agreement
•Note
•Series Seed
•Amendment to Certificate of
Incorporation
•Stock Purchase Agreement
•Investor Rights Agreement
(depending on form used)
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7. Critical Terms – Convertible Note
•Discount Rate –
•the discount on share price Note
holders will receive on
conversion
•Typically 20-30%
•Valuation Cap
•Maximum company value at
which the Note will convert 7

8. Impact of Valuation Cap
Common Shares Preferred Shares % Ownership
Case - 1: Note Conversion, No Cap
Raising $2M with a $6M valuation
Founders 5,500,000 69%
Debt Holders (conversion of 500K note) 500,000 6%
Equity Holders @ $1.00 2,000,000 25%
Case - 2: Note Conversion, $3M Cap
Raising $2M with a $6M valuation
Founders 5,000,000 63%
Debt Holders (conversion of 500K note) 1,000,000 13%
Equity Holders @ $1 2,000,000 25%
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9. Key Terms – Convertible Note
• Maturity – date on which the loan comes due unless a
conversion event has occurred
• May require repayment of principal and interest or conversion at
a predetermined value
• Conversion Events
• Qualified Financing – a financing event that meets specified
criteria usually based on:
• Amount raised
• Nature of Investor(s)
• Usually a requirement of an equity rather than a debt financing
• May have a provision for optional conversion on financings that
do not qualify as Qualified Conversions
• Interest Rate – typically 5-8% 9

10. Key Terms – Seed Stage Equity
• Non-participating Preferred Liquidation Preference
• Board Seat
• Minimal Representations and Warranties
• Limited Protective Provisions
• Actions that require approval of the Board or the Shareholders
• Right to Subsequent Terms –
• Right to get any pro-investor terms given to investors in subsequent
financing rounds
• Participation Right in Future Financings
• Information Rights
• Drag Along
• Requires shareholders to sell if a potential acquisition meets several
requirements
• Payment of Investor Legal Fees 10

11. Seed Stage Equity vs. Series A
Terms – What Is Missing?
•Anti-Dilution Protection
•Preferred Dividends
•Registration Rights
•Extended Protective Provisions
•Co-Sale Rights
•Legal Opinion 11

12. Convertible Notes – Pros/Cons
• Pros
• Usually quicker and less expensive than equity rounds
• A solution when the Company and the Investors
cannot agree on valuation
• Rewards early investment through discount
• Cons
• Uncertainty of final value/cost of loan
• If loan is too large, conversion may “crowd out” too
much of the next financing round
• Investors have no control over the terms of the equity
they will get at conversion/Note holders will get the
same terms as larger investors in the next financing
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13. Seed Stage Equity – Pros/Cons
• Pros
• Clearly values the Company
• Does not burden the company with
debts on its books
• Cons
• Higher transaction costs in terms of time
and expense
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14. Best Use Case
• Convertible Notes are most appropriate:
• Financings where the parties cannot agree on a valuation
• Smaller financings where it is harder to justify the added
cost/time of an equity financing
• Seed Stage Equity is most appropriate:
• Financings where the parties have agreed on valuation
• Larger financings which can justify added transaction costs and
where the size of the debt could adversely impact future
financing rounds
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15. Legal Diligence
• Startups at this stage often have limited, inconsistent
documentation.
• Diligence Review will be limited, should focus on:
• Corporate - Accuracy and completeness of the cap table
• Financial – Review of financial statements. These will frequently
not be maintained in accordance with GAAP. Investors should
understand how they were prepared.
• IP – Assignment of IP rights by all employees and contractors.
Absence of any known infringement concerns
• Employment – Proper documentation of all employees
• Commercial Agreement – significant agreements with either
customers or suppliers usually do not exist at this stage.
However, if such agreements do exist, they should be reviewed 15

16. Disclaimer
This Presentation is for the exclusive use of the recipients to whom it is addressed. References to the “Presentation”
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in connection with any further inquiries in respect of the Presentation. This Presentation is not intended to serve as
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to be accurate, the Preparers have not conducted any investigation with respect to such information. The Preparers
expressly disclaim any and all liability for representations or warranties, expressed or implied, contained in, or for
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