A Michigan Convertible Note Agreement is a legal document utilized in the state of Michigan to outline the terms and conditions under which a convertible note is issued. This agreement typically involves a startup company or business seeking financing, and an investor looking to provide capital in exchange for future equity in the company. A convertible note is a type of debt instrument that can be converted into equity under certain circumstances, usually when the company reaches a predetermined milestone or when a subsequent financing round occurs. It is a popular form of investment in the startup ecosystem as it allows investors to initially provide debt funding while retaining the option to convert into ownership or equity in the future. Key elements covered in a Michigan Convertible Note Agreement typically include: 1. Parties Involved: The agreement will identify the parties involved, including the startup company and the investor(s). 2. Investment Amount: The total amount of capital the investor agrees to provide to the startup company through the convertible note. 3. Interest and Conversion Terms: The agreement will outline the interest rate, maturity date, and conversion terms of the note. The interest rate specifies the interest applied on the principal amount, while the maturity date determines the deadline by which the note must be repaid or converted. Conversion terms establish the triggers or conditions under which the note can be converted into equity, such as in the event of a subsequent financing round or a specified milestone being achieved. 4. Valuation: The agreement may include provisions specifying how the company's value will be determined if the note converts into equity. This can be based on a pre-determined valuation formula or be subject to negotiation between the investor and the company. 5. Security: In some cases, the note may be secured by the assets of the company, providing a higher level of assurance to the investor in case of default or bankruptcy. Different types of Michigan Convertible Note Agreements can exist depending on the specific circumstances and negotiations between the parties. For example: 1. Early-Stage Convertible Note: This type of agreement is commonly used for seed-stage funding, where the investor provides capital in the early stages of a startup's development, typically prior to a significant valuation event or a subsequent equity financing round. 2. Bridge Convertible Note: A bridge note is used when a startup is in need of short-term financing to bridge the gap until a larger financing round or milestone is reached. These notes are intended to convert into equity upon the occurrence of a specific event, such as the subsequent financing round. 3. Qualified Financing Convertible Note: This type of note is typically triggered by the startup raising a specific amount of funds in a subsequent financing round, known as a "qualified financing." It requires the conversion of the note into equity at specific terms that are established prior to the round. In conclusion, a Michigan Convertible Note Agreement is a legal contract utilized to facilitate investment in startups or businesses, providing capital through a convertible note arrangement. Different types of such agreements can exist, tailored to the specific needs and circumstances of the involved parties.