Actually, I said "a convertible note for an amount equal to"..which gives him a chance for a payoff at a later date and (as I understand it), provides a floor f

Actually, I said "a convertible note for an amount equal to"..which gives him a chance for a payoff at a later date and (as I understand it), provides a floor for this payoff while limiting the ceiling to a certain extent. However I am not sure if this understanding is correct.