← Back to Curriculum

Advanced

Practice Drills: Building a Convertible Note Term Sheet for a Startup Deal

A practice-first companion to Understanding Convertible Notes and SAFEs in Startup Investing. You already know what a valuation cap, a discount and a maturity date are; this course makes you draft them. Working from a sample Indian seed deal, you will check eligibility under the Companies (Acceptance of Deposits) Rules and FEMA, pick between a convertible note, a CCD and an iSAFE, then build the term sheet clause by clause: principal and tranches, cap, discount, interest, maturity, the qualified financing trigger, change of control, MFN, pro-rata, information rights and events of default. Every economic term is tested against conversion scenarios in rupees before it goes into the draft. The course closes with two full end-to-end drills and a before-you-sign scorecard. Built for angel syndicate leads, family office investors and HNIs who write the term sheet, not just sign it. Educational content only, not legal or investment advice.

Convertible NotesTerm SheetsValuation CapDiscountConversion MathsDPIITFEMAAngel InvestingSyndicates

MODULES

5

DURATION

4 Hours

TRACK

Alternative Investing

What You'll Master

Check a deal's eligibility for a convertible note under the deposit rules, DPIIT recognition and FEMA before drafting a word

Choose between a convertible note, a CCD and an iSAFE for a specific deal and defend the choice

Set a valuation cap and discount from comparable rounds and prove in rupees which one binds in each scenario

Draft interest, maturity, qualified financing and change of control clauses that leave no conversion ambiguity

Add MFN, pro-rata, information rights and default protections a syndicate lead should insist on

Model conversion across up-round, flat-round, down-round and no-round outcomes on a live cap table

Score any convertible note term sheet on a repeatable before-you-sign checklist

Access Level

LEARNER

Start Learning Now →Sign in to resume

Everything included

Full Text Playbooks

Actionable Exercises

Mobile Reading Mode

Lifetime Updates

Curriculum Breakdown

Chapter 1: Setting Up the Drill

3 Lessons

Anatomy of a Convertible Note Term Sheet: Parties, Clauses and the Deal Brief9 min read

Drill: Checking Eligibility Before You Draft11 min read

Drill: Choosing Between a Convertible Note, a CCD and an iSAFE12 min read

Chapter 2: Drilling the Economic Terms

5 Lessons

Drill: Setting the Principal, Tranches and Closing Mechanics11 min read

Drill: Setting the Valuation Cap from Comparable Rounds13 min read

Drill: Pricing the Discount and Testing It Against the Cap13 min read

Drill: Setting Interest, Maturity and the Maturity Conversion Price12 min read

Drill: Modelling Conversion Across Four Next-Round Scenarios14 min read

Chapter 3: Drilling the Protective Terms

4 Lessons

Drill: Defining the Qualified Financing Trigger11 min read

Drill: Drafting the Change of Control Clause12 min read

Drill: Drafting MFN, Pro-Rata and Information Rights12 min read

Drill: Drafting Events of Default, Ranking and Amendment Thresholds11 min read

Chapter 4: Drilling the Compliance Terms

2 Lessons

Drill: Adding FEMA Terms for NRI and Foreign Syndicate Members12 min read

Drill: Running Tax, Stamp Duty and Filing Checks Before Signing11 min read

Chapter 5: Full Practice Drills

3 Lessons

Full Drill: Building a Seed Note Term Sheet End to End16 min read

Full Drill: Answering the Founder's Counter-Proposal15 min read

Full Drill: The Before-You-Sign Convertible Note Scorecard13 min read