We're maybe taking a convertible note arrangement with a recognised and established industry expert / accelerator in exchange for expertise, time,partnerships etc. The value is apparent as the deal involves key third parties that could benefit our business. I want to ensure we're protected as we've only done a small round to date and haven't needed one since. Also major players have broadly expressed interested in future acquisition. Want to ensure when they're asking for fully diluted, all options, warrants, or outstanding convertible notes taken into account when calculating percentage and that 'standardised founder-friendly documentation will be used to structure this, "taking ordinary shares with light-touch investor protections, including standard pre-emption on later funding rounds, and tag along rights" does this sound (un)reasonable?
There shouldn't be any "magic" to this. It's stock standard:
1. Set the conversion cap
2. Give them follow on rights should you need another round (you never know)
3. No anti-dillution
4. No liquidation multiple, just preference
5. 7% interest rate
That's as fair as fair can be. Don't reinvent the wheel.
Also consider a YC safe note. Downloadable and usable straight out the box.
If you're taking money from an accelerator they have a template. Yes, if they really want you you can negotiate, but they have a template, right?
The only way to know for sure is to read the whole note.