The New York Form of Convertible Promissory Note, Preferred Stock is a legal instrument commonly used in financial transactions and investments. It serves as a contractual agreement between a company seeking funding and an investor, outlining the terms and conditions of the investment. This convertible note offers a way for investors to initially provide funding as debt, with the option to later convert that debt into equity. The New York Form of Convertible Promissory Note, Preferred Stock includes various important provisions that protect both the company and the investor. Some key terms often included in this agreement are: 1. Conversion Price: The price at which the debt can be converted into preferred stock. It is typically determined based on the valuation or a pre-negotiated formula. 2. Maturity Date: The date on which the convertible note must be repaid or converted into preferred stock. It is in the interest of both the company and the investor to establish a reasonable maturity date. 3. Conversion Rights: The rights of the investor to convert the outstanding principal and accrued interest of the convertible note into preferred stock. Conversion rights can be beneficial for investors who believe the company's future valuation will be higher than the debt amount. 4. Interest Rate: The interest rate applied to the convertible note. This rate compensates the investor for the time value of money and the risk associated with the investment. 5. Dividend Preference: The order in which dividends are distributed to different classes of securities. Preferred stockholders typically have a higher priority in receiving dividends than common stockholders. 6. Liquidation Preference: The order of priority in distributing assets to investors in the event of liquidation or sale of the company. Preferred stockholders usually have a higher claim to the company's assets compared to common stockholders. It's important to note that there may be variations or additional provisions within different New York forms of the Convertible Promissory Note, Preferred Stock. Each agreement can be tailored to the specific needs and circumstances of the parties involved. Therefore, it is advisable to consult with legal professionals or experts when drafting or negotiating the terms of such an agreement.