1. Security Interest: Include when the notes are secured by company assets

2. Board Observer Rights: Include when purchasers are granted rights to observe board meetings

3. Pre-emptive Rights: Include when purchasers are given rights to participate in future financing rounds

4. Most Favored Nation Provision: Include when purchasers are to receive the benefit of more favorable terms offered in future note issuances

5. Foreign Investment Provisions: Include when purchasers include foreign investors requiring FIRB approval

6. Tax Provisions: Include detailed tax treatment when complex tax implications exist

7. Registration Rights: Include when purchasers require rights to register their shares post-conversion

1. Form of Convertible Promissory Note: The actual form of note to be issued to purchasers

2. Disclosure Schedule: Detailed disclosures related to company representations and warranties

3. Capitalization Table: Current and pro-forma capitalization of the company

4. Conversion Calculations: Detailed mechanics and examples of conversion calculations

5. Required Approvals: List of required corporate and regulatory approvals

6. Purchaser Accreditation Evidence: Forms and evidence of purchaser sophisticated/wholesale investor status

7. Subscription Agreement: Form of subscription agreement for the notes