This is the first time I've seen the optional conversion into Series AA at a $5 million valuation. If it's optional at the company's option, that eliminates the one and only risk I could think of: the lender calling back the principal + interest of the note. At 2% interest, that's just another 3.12% dilution to the founder(s) on top of YC's 2-6% (source: <a href="http://www.google.com/search?sourceid=chrome&ie=UTF-8&q=150*1.44#sclient=psy&hl=en&q=(150*(1.02)%5E2)%2F5000&fp=949ae495dbb11742" rel="nofollow">http://www.google.com/search?sourceid=chrome&ie=UTF-8...</a>).<p>So, unless I'm missing something, worst case is you get into YC, you get $165K, and you still own ~90% of your company. That's a no-brainer deal.