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Convertible Note Contract

Convertible Note Contract Template for Singapore

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Key Requirements PROMPT example:

Convertible Note Contract

"Need a Convertible Note Contract for raising S$500,000 from three angel investors, with a 20% discount rate and 8% interest rate, convertible upon our Series A round expected in March 2025."

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Document background
The Convertible Note Contract is commonly used in Singapore's startup ecosystem as a bridge financing instrument. It offers companies a way to raise capital without immediately setting a valuation, while providing investors with the potential upside of equity ownership. This document type is particularly relevant for early-stage companies seeking funding between S$50,000 and S$5 million, structured in compliance with Singapore's regulatory framework. The contract typically includes provisions for conversion triggers, interest rates, maturity dates, and valuation caps, all aligned with local securities laws and corporate regulations.
Suggested Sections

1. Parties: Identifies the issuer (company) and the note holder(s)

2. Background: Context of the convertible note issuance and purpose of the funding

3. Definitions: Key terms used throughout the agreement including conversion price, maturity date, etc.

4. Principal Amount and Interest: Details of the loan amount and interest calculation

5. Conversion Rights: Terms and conditions for converting the note to equity

6. Maturity and Repayment: Date and terms of repayment if not converted

7. Events of Default: Circumstances that trigger default and consequences

8. Representations and Warranties: Statements of fact and assurances by the issuer

9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction

Optional Sections

1. Early Redemption Rights: Optional provisions allowing the company to repay the note before maturity

2. Anti-dilution Protection: Provisions protecting noteholder from dilution through subsequent share issuances

3. Information Rights: Rights of noteholder to receive financial and other company information

4. Board Observer Rights: Rights of noteholder to attend and observe board meetings

5. Most Favored Nation Clause: Protection ensuring noteholder receives best terms offered to other investors

Suggested Schedules

1. Form of Conversion Notice: Template notice for exercising conversion rights

2. Calculation of Conversion Price: Detailed formula and examples for conversion price calculation

3. Company Cap Table: Current shareholding structure and post-conversion scenarios

4. Term Sheet: Summary of key commercial terms agreed between parties

5. Form of Note Certificate: Template certificate evidencing the convertible note

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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alex.den.21@genieai.co
Relevant legal definitions
Accrued Interest
Conversion Price
Conversion Rights
Conversion Shares
Qualifying Financing
Maturity Date
Principal Amount
Interest Rate
Valuation Cap
Discount Rate
Change of Control
Event of Default
Conversion Notice
Conversion Period
Pre-Money Valuation
Next Equity Financing
Qualified Financing Round
Securities
Share Capital
Transaction Documents
Business Day
Repayment Date
Material Adverse Effect
Liquidation Event
Pre-emptive Rights
Anti-dilution Rights
Drag-along Rights
Tag-along Rights
Relevant Securities
Permitted Transferee
Board of Directors
Shareholder Agreement
Constitutional Documents
Governing Law
Jurisdiction
Clauses
Principal Amount and Interest
Conversion Rights
Maturity and Repayment
Security
Representations and Warranties
Events of Default
Information Rights
Anti-dilution Protection
Change of Control
Confidentiality
Assignment and Transfer
Early Redemption
Voting Rights
Amendments and Waivers
Notices
Governing Law and Jurisdiction
Subordination
Tag-along Rights
Drag-along Rights
Pre-emptive Rights
Board Observer Rights
Most Favored Nation
Costs and Expenses
Further Assurance
Severability
Entire Agreement
Counterparts
Industries

Companies Act (Cap. 50): Primary legislation governing corporate entities in Singapore, covering share issuance, corporate governance, and company operations

Securities and Futures Act (Cap. 289): Regulates securities offerings, financial markets, and investment instruments in Singapore

Contract Law: Common law principles governing contract formation, enforcement, and remedies in Singapore

Money-lending Act (Cap. 188): Regulates money lending activities and interest rate restrictions in Singapore

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore affecting financial instruments and securities

Securities and Futures Regulations: Detailed regulations implementing the Securities and Futures Act, including specific requirements for financial instruments

Financial Advisers Act: Regulates financial advisory services and related activities in Singapore

Income Tax Act: Tax legislation affecting the treatment of convertible notes, interest payments, and conversion events

Stamp Duties Act: Governs stamp duty obligations on financial instruments and share transfers

Exchange Control Regulations: Rules governing international financial transactions and currency controls in Singapore

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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