The Illinois Convertible Note Agreement is a legally binding document executed between an investor and a startup company in the state of Illinois. This agreement outlines the terms and conditions under which the investor will provide funding to the startup, typically in the form of a loan. A convertible note is a type of debt instrument that can convert into equity or ownership interest in the company at a later date, usually during a future financing round or when predetermined conversion triggers are met. This agreement sets out the specific terms of this conversion and the rights and obligations of both parties involved. There are different types of Illinois Convertible Note Agreements, each tailored to suit the specific needs and circumstances of the parties involved. Some common types include: 1. Traditional Convertible Note Agreement: This is the most basic type of convertible note agreement, where the investor provides funding to the startup in the form of a loan, which can be converted into equity at a later stage. 2. Discounted Convertible Note Agreement: In this agreement, the investor receives a discount when converting the debt into equity. The discount is usually a percentage applied to the price per share during the equity conversion. 3. Valuation Cap Convertible Note Agreement: This type of agreement includes a predetermined cap on the company's valuation at the time of conversion. It ensures that the investor obtains a specific ownership percentage even if the company's value increases significantly before conversion. 4. Interest-Bearing Convertible Note Agreement: In addition to the conversion of debt into equity, this agreement includes an interest component. The investor receives interest payments on the outstanding loan amount until the conversion event occurs. 5. Multiple Closing Convertible Note Agreement: This agreement allows the investor to provide funding in multiple disbursements, with each portion converting into equity separately. It provides flexibility for both parties, particularly when the investment is made over an extended period. It is important to carefully consider the terms outlined in the Illinois Convertible Note Agreement as they have a significant impact on the investor's rights, startup's future capital structure, and potential dilution of existing shareholders. Seeking legal advice is strongly recommended ensuring all provisions are clear, fair, and compliant with Illinois state laws and regulations.