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· Amend Convertible Note Purchase Agreement Workflow

Updated

Introduction

This article explains how to amend an existing Convertible Note Purchase Agreement (NPA). Only active NPAs can be amended through this workflow. There are two paths available for this workflow: a guided workflow where the workflow will assist you in each step of the amendment, or an upload path to capture an amendment that has been executed outside of the platform.

Click the links below to jump to that section of the article: 

Guided Workflow

Getting Started

The guided option will assist you in generating the amendment. Note that the NPA amendment document is required and not generated by the platform.

  1. On the Company Workspace, go to Start New Workflow > Financing > Amend Note Purchase Agreement. 
  2. Select Guided Note Purchase Agreement Amendment and click Continue.
  3. Select the active Note Purchase Agreement to be amended from the dropdown menu and click Continue. 

Amended Terms

This page is where you can make changes to the terms of the note. Select the Effective Date of the amendment, and then make all necessary changes to the existing terms. When all changes have been made, click Continue.

Select Approvers

Select which investor(s) are to approve the amendment. If there is more than one investor, you must select enough investors to have a majority (i.e., above 50%). Click Select All to choose all investors.

Upload NPA Amendment

An existing amendment to the NPA must be provided. If the amendment has already been uploaded into the Data Room, select Pick an Existing Document. Otherwise, select Upload a Document and click on Choose a file to select the document from your computer.

Need to Restate Notes?

If necessary, any outstanding notes can be restated as part of the workflow. Select Yes to have the system regenerate the note, or select No to skip this step. 

Compose Email

An email is sent out to each investor to inform them of the amendment and will provide a link to sign the documents. Enter any changes needed to the subject or body of the email. If you wish to receive a copy of the email that is sent out, check the box to be included as a carbon copy recipient.

Request Approval

Select how you wish to proceed with the board approval for the amendment. You can use the platform to draft the consent and request signatures, use your own drafted board consent and request signatures through the platform, run the consent in a separate workflow later, or if the consent has been signed outside of the platform you can upload the executed documents.

See this article for more information on Board Consents.

Checkpoint

Review the documents before they are sent out for review and signatures. Once you click Continue you will not be able to make any modifications.

Waiting for Signatures

At this step, signature requests have been sent out for board approval, purchaser approval, and company representative approval.

Next Steps

Once all signatures have been obtained, the amendment will be processed, and all related documents uploaded into the Data Room. The NPA is renamed to include “Amendment to”, and if notes were restated, the Convertible Note will include “Restated”.

Upload Workflow

Getting Started

The upload path allows you to upload all executed documents for a note amendment that has occurred outside of Fidelity Private Shares. This workflow will require the amended Note Purchase Agreement (NPA), note holder approvals, and any restated notes.

  1. On the Company Workspace, go to Start New Workflow > Financing > Amend Note Purchase Agreement. 
  2. Select Upload Amended Note Purchase Agreement.
  3. Check if board approval was required. If checked, the workflow will add additional steps to capture the board approval.
  4. Click Continue.
  5. Select the active Note Purchase Agreement to be amended from the dropdown menu.
  6. Click Continue.

Upload and Amend Terms

The amended Note Purchase Agreement needs to be uploaded. Click Document Options and select to either use a document already uploaded into the Data Room, or to upload the document from your computer.

On this page the terms of the current note will display. Select the Effective Date of the amendment, and then make all necessary changes to the existing terms. When all changes have been made, click Continue.

Upload Noteholder Approval

Approval from a majority of the holders must be uploaded.

  1. Click Add Document.
  2. Click Choose a file to upload the document from your computer.
  3. Enter the Document Title, add a description if necessary, and select the Effective Date of the approval, and click Save.
  4. Repeat this process if there are multiple noteholder approvals.

Upload Amended Notes

If any of the notes were restated or reissued as part of the amendment, any amended notes can be uploaded. Select Yes if you need to upload the amended notes, and you'll be prompted to upload the document on the next step as outlined below. Otherwise, select No and skip to the next step. 

  1. Click Update in the Status column.
  2. Select to pick an existing document from the Data Room, upload the document from your computer, or defer the document upload to a later time. You can also edit the title if necessary. Once added, click Continue.
  3. The status column will update to indicate if the note has been updated. If necessary, you can click the edit icon to make any changes, or click the restart icon to select a different document. 
  4. Repeat for any additional notes as necessary. 
  5. Once all restated notes have been uploaded, click Continue. 

Upload Board Approval

This step will only display if you checked that board approval was required for this amendment. 

  1. Click Document Options to either upload the approval from your computer or select the file from the Data Room.
  2. Enter the Effective Date.
  3. Select the Type of Board Approval.
  4. Click Continue.

Next Steps

The amendment has been processed and all related documents have been uploaded into the Data Room. Note that by default, the name of the NPA will change to include “Amendment to”, and “Amended Restated” for each note.

Additional Resources

Screenshots are for illustrative purposes only.

Fidelity does not provide legal or tax advice. The information herein is general in nature and should not be considered legal or tax advice. Consult an attorney or tax professional regarding your specific situation.

Fidelity Private Shares LLC provides cap table management and other administrative services to private companies and their equity compensation plans.

Fidelity Private Shares LLC

© 2025 FMR LLC. All rights reserved.

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