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Convertible Note Purchase Agreement
"I need a Convertible Note Purchase Agreement under Singapore law for my tech startup to raise USD 500,000 from three angel investors, with a 2-year maturity date and 8% interest rate, converting at a 20% discount in the next funding round."
1. Parties: Identification of the parties entering into the agreement
2. Background: Context and purpose of the convertible note arrangement
3. Definitions: Key terms used throughout the agreement
4. Purchase and Sale of Notes: Terms of the note purchase, including amount and closing conditions
5. Conversion Rights: Terms and mechanics of conversion into equity
6. Interest: Interest rate and payment terms
7. Maturity and Repayment: Maturity date and repayment provisions
8. Representations and Warranties: Statements of fact by both parties
9. Events of Default: Circumstances constituting default and consequences
10. General Provisions: Standard boilerplate clauses including governing law
1. Security: Provisions detailing security arrangements when the note is secured by company assets
2. Subordination: Provisions regarding ranking of the note relative to other debt when there are multiple creditors
3. Information Rights: Provisions granting investors rights to company information and financial reports
4. Board Observer Rights: Provisions granting rights to attend board meetings, typically for larger investments or strategic investors
1. Form of Note: The actual form of the convertible note certificate
2. Conversion Mechanics: Detailed procedures for conversion
3. Capitalization Table: Current and pro-forma cap table showing impact of conversion
4. Disclosure Schedule: Exceptions to representations and warranties
5. Form of Legal Opinion: Template for legal opinion if required as closing condition
Authors
Applicable Law
Board
Business Day
Closing
Closing Date
Company
Conversion
Conversion Date
Conversion Price
Conversion Rights
Conversion Shares
Default Interest Rate
Directors
Encumbrance
Event of Default
Fully Diluted Share Capital
Governmental Authority
Interest Rate
Investment Amount
Investor
Issue Date
Maturity Date
Material Adverse Effect
Notes
Noteholder
Ordinary Shares
Party/Parties
Person
Principal Amount
Qualified Financing
Qualifying IPO
Related Corporation
Relevant Securities
Representatives
SGD
Singapore Dollars
Shareholders
Shares
Subscription Price
Subsidiary
Transaction Documents
Valuation Cap
Warrants
Interest
Repayment
Conversion Rights
Anti-dilution
Representations and Warranties
Covenants
Information Rights
Default
Remedies
Security
Subordination
Assignment
Confidentiality
Board Observer Rights
Preemptive Rights
Tag-Along Rights
Drag-Along Rights
Registration Rights
Most Favored Nation
Voting Rights
Amendment and Waiver
Notices
Governing Law
Dispute Resolution
Force Majeure
Entire Agreement
Severability
Counterparts
Further Assurance
Costs and Expenses
Time of Essence
Independent Legal Advice
Third Party Rights
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