This is great! I think there could be more emphasis on the founder optionality and potential exit tradeoffs. Unless you can realistically sell the co w/in the first few years (undermining the optionality offered by these termsheets), it seems shortsighted for a founder to be optimizing for their equity in the early years anyways. What would an Earnest note look like with a 12 mo + deferral period added? This gives the founder a window to reinvest, but hopefully more cash to buy down Earnest quickly after 12 mo. Any fund should be comfortable with this delay to liquidity (compared to 7–10 yrs for equity) and it can help an investor optimize for long term cap gains treatment too.