# Awake Convertible Note Preparation Guide

## Commercial Terms

Company, financing owner and counsel: [names]. Proposed principal and dated capitalization: [records].

## Terms to settle

[Principal; interest; maturity; repayment; conversion triggers; cap/discount; qualified-financing threshold; security/subordination; change of control; default; amendment thresholds; investor rights]. A note is a debt instrument and must not inherit SAFE assumptions. Select actual terms with counsel; this guide is not a promissory note.

## Documents and approvals

Prepare the actual note and any purchase, security, subordination or intercreditor documents required by the transaction. Verify debt authority, existing lender/investor restrictions, affected consents and securities requirements. Reconcile conversion formulas with existing financing and the actual cap table. No universal official model is claimed here.

## Closing and ongoing records

Track signed principal, cash received, interest accrual, maturity and conversion/payment events. Calendar obligations and communicate actual notices. Store executed evidence privately in the convertible-note closing folder and update capitalization without counting the note as already-issued stock.

## Sources

- [SEC small business capital raising resources](https://www.sec.gov/resources-small-businesses)
- [Cofounder financing data room](../../docs/data-room/)