A Convertible Debt financing package is composed of several documents, among them the Term Sheet, a Note Purchase Agreement, and form Convertible Promissory Notes. The Note Purchase Agreement is the instrument under which the loan (the Convertible Promissory Notes) will actually be issued. The Note Purchase Agreement must be signed by both a representative of your startup and the prospective lender(s). A Convertible Promissory Note is then issued to each lender who participated in the Note Purchase Agreement. Since Convertible Promissory Notes are unsecured (not backed by any of your startup’s specific assets), these lenders are wagering heavily on you and your ability to procure future qualified equity (venture capital) financing. This will turn their notes into shares of Preferred Stock and they will see a significant gain on their investment.