This template is a note purchase agreement in connection with the issuance and sale of convertible notes in the seed-stage financing of a startup company. A convertible note is a loan with interest that converts into preferred or common stock upon certain events. This template includes practical guidance, drafting notes, and optional clauses. Early stage companies often raise operational capital through the issuance of convertible notes in place of equity before their initial preferred stock financing. This template assumes that the offering is made under Rule 506 (17 C.F.R. § 230.506) of Regulation D under the Securities Act of 1933, as amended (Securities Act), as is commonly the case for seed financings. This note purchase agreement contains representations and warranties, conditions to the closing, and other closing mechanics, but does not contain the conversion price of the notes, conversion events, or events of default, all of which are included in the form of note attached to the agreement. For further information on various seed financing options, including simple agreements for future equity (SAFEs) and convertible notes, see Seed Financing Options Checklist, Seed Financing: Convertible Note or SAFE, and Convertible Notes. For additional resources related to start-up seed financing, see Start-Up Seed Financing Resource Kit. For templates related to convertible note financing, see Term Sheet (Convertible Note), Board Resolutions: Issuance and Sale of Standalone Note, Convertible Note Financing Checklist, Convertible Note (Standalone), Convertible Note (Note Purchase Agreement), and Board Resolutions: Issuance and Sale of Convertible Notes under a Note Purchase Agreement.