# Ecvc Draft Bridge Loan Agreement > Drafting a convertible bridge loan requires precise conversion-denominator definitions, explicit accrued-interest treatment, sequencing or aggregation rules for concurrent conversions of other instruments, and review of any tax-attribute risks that could be affected by a significant new equity issuance. - Skill: `finchipaiorg/ecvc-draft-bridge-loan-agreement` (Agent Skill) - Install (CLI): `npx skillmds@latest add finchipaiorg/ecvc-draft-bridge-loan-agreement` - Raw SKILL.md: https://api.skillmd.com/api/skills/finchipaiorg/ecvc-draft-bridge-loan-agreement/raw - Safety review: pending - Works with: Claude Code, Claude.ai, OpenAI Codex - Category: Coding & Dev Tools - Author: FinchipAIOrg (https://skillmd.com/u/finchipaiorg) - Updated: 2026-09-22 - Page: https://skillmd.com/skills/finchipaiorg/ecvc-draft-bridge-loan-agreement --- # Skill: Draft Convertible Note Purchase Agreement for Bridge Financing ## 1. Subject-matter triage (only if applicable) - This is a transaction-drafting task, so the primary work is to produce an execution-ready purchase agreement with exhibits, not a commentary on the deal. - Identify every source document that bears on economics, conversion mechanics, closing conditions, schedules, and exhibit terms before drafting final language. - If the bridge package includes multiple notes, purchasers, closings, or related instruments, enumerate each separately and draft consistently across them. ## 2. Failure modes the skill is correcting - The conversion denominator is left undefined or internally inconsistent, which makes the conversion price and resulting equity allocation unstable. - The agreement does not say whether the capitalization denominator is measured on a pre-money or post-money basis, creating avoidable dispute risk at conversion. - Accrued interest is not addressed with precision, leaving uncertainty whether it converts with principal or is paid separately. - Co-existing SAFEs or prior notes are not sequenced or aggregated clearly, creating circularity or double-counting in the conversion mechanics. - Qualified financing mechanics are drafted without checking whether the threshold is realistic for the company’s stage and the contemplated raise size. - An MFN concept is drafted so broadly that it can be used to assemble a hybrid instrument from multiple prior notes. - Secured-note language is included without the matching security agreement and perfection steps, or unsecured paper includes stray lien concepts. - Events of default are drafted with subjective or vague triggers instead of objective, cureable defaults. - The cover memo omits cross-document ambiguities and leaves open items buried in the agreement instead of surfacing them for client decision. ## 3. Legal frameworks / domain conventions that apply - Define the conversion denominator precisely and specify whether it is pre-money or post-money; tie the definition to the exact capitalization base used for conversion under the note. - State whether converting instruments are included or excluded from the denominator, and keep the defined term consistent across discount, cap, and qualified financing mechanics. - Address accrued interest expressly: either include it in the conversion amount at the same price as principal or require cash payment at conversion. - If multiple bridge instruments may convert in the same round, state whether conversion is simultaneous or sequenced, and if simultaneous, define the aggregate denominator and allocation method. - If the note includes an MFN feature, define “more favorable terms” narrowly and allow election from a single prior instrument rather than a stitched combination of terms. - If the note is secured, align the purchase agreement, note, security agreement, and filing obligations; if unsecured, remove security concepts that imply a lien. - Include objective events of default and cure periods; avoid open-ended MAC-style language or subjective deterioration tests. - Surface tax-attribute considerations where a new equity issuance could matter, and flag the need for a tax analysis if the round may be large relative to company value. - Use governing-law, notice, amendment, waiver, transfer, and counterpart conventions consistent with standard venture debt / convertible note drafting practice. - Cite controlling legal authority where the draft depends on a legal proposition, using the governing statute, rule, or recognized authority as appropriate. ## 4. Analytical scaffolds - Start from the transaction economics, then map them into defined terms, closing conditions, note terms, and conversion provisions. - For each conversion concept, test: what is the numerator, what is the denominator, when is it measured, and what instruments are included. - Draft the purchase agreement and note together so that purchase mechanics, funding mechanics, and conversion mechanics do not conflict. - If the source materials suggest more than one purchaser, note, tranche, closing date, or instrument class, draft each as a separate item and keep the schedule matching the body. - Resolve internal ambiguities in the draft itself; if a point cannot be resolved from the source set, preserve it as an open item in the cover memo rather than guessing. - Make exhibits operative: the note exhibit should contain the actual conversion and default mechanics, and the purchaser schedule should identify each investor and funding amount. - Treat the cover memo as secondary to the agreement: the agreement must be complete and execution-ready before the memo is drafted. - Before finalizing, check that the purchase agreement file exists and is non-empty, then confirm the memo file exists and is non-empty, with the agreement taking priority. ## 5. Vertical / structural / temporal relationships (only if applicable) - Map the temporal sequence clearly: signing, funding, accrual start, closing, qualification of a future financing, and conversion or repayment. - If there are multiple closings or delayed fundings, state which obligations arise at each closing and which survive until the final closing. - If other convertible securities are outstanding, place their conversion rules in the same temporal sequence so the agreement answers what happens first and what happens simultaneously. - If a secured structure is contemplated, sequence the security agreement and perfection filings with the loan closing and make deliverables internally consistent. ## 6. Output structure conventions - Produce an execution-ready convertible note purchase agreement as the primary deliverable, with exhibits attached and fully operative. - Include the note form as an exhibit, plus any purchaser schedule or closing schedule needed to make the package signable. - Keep the agreement language transactional and complete; do not replace drafting with a summary of what the agreement should say. - Prepare a separate drafting cover memo that flags resolved ambiguities, remaining open items, and any assumptions that were necessary. - In the cover memo, organize issues by topic and state the recommended resolution or decision needed from the client. - Ensure the memo does not displace the agreement: it should explain choices, not substitute for contract text.