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Convertible Promissory Note
"Need a Convertible Promissory Note for a seed investment of SGD 500,000 into my Singapore-based fintech startup, with a 20% discount rate and 18-month maturity ending June 2025."
1. Parties: Identification of the lender and borrower, including full legal names and addresses
2. Background: Context of the loan and relationship between parties, including purpose of the note
3. Definitions: Key terms used throughout the note, including conversion-related definitions
4. Principal Amount: Amount of the loan and payment terms
5. Interest Rate: Specified interest rate, calculation method, and payment schedule
6. Maturity Date: When the note becomes due and repayment obligations
7. Conversion Rights: Terms and conditions for converting the note to equity, including conversion price and timing
8. Events of Default: Circumstances constituting default and consequences thereof
9. Governing Law: Specification of Singapore law as governing law and jurisdiction
1. Security: Terms relating to any collateral or security provided for the note
2. Subordination: Priority ranking of the note in relation to other creditors
3. Assignment: Rights and restrictions regarding transfer of the note
4. Information Rights: Rights of the lender to receive company information and financial statements
1. Schedule 1 - Conversion Mechanics: Detailed procedures and formulas for conversion calculations
2. Schedule 2 - Form of Conversion Notice: Template notice to be used when exercising conversion rights
3. Schedule 3 - Cap Table: Current capitalization of the company pre and post-conversion scenarios
4. Schedule 4 - Calculation Examples: Examples illustrating interest calculations and conversion scenarios
Authors
Conversion Rights
Conversion Shares
Discount Rate
Event of Default
Interest Rate
Maturity Date
Next Equity Financing
Principal Amount
Qualified Financing
Valuation Cap
Change of Control
Business Day
Company
Holder
Governing Law
Note
Parties
Security Interest
Subsidiary
Transaction Documents
Conversion Notice
Conversion Period
IPO
Material Adverse Effect
Outstanding Amount
Pre-Money Valuation
Senior Indebtedness
Shareholders' Agreement
Interest
Maturity
Conversion Rights
Conversion Price
Conversion Mechanics
Events of Default
Remedies
Representations and Warranties
Information Rights
Security
Subordination
Assignment
Amendments and Waivers
Notices
Governing Law
Dispute Resolution
Confidentiality
Most Favored Nation
Pre-emptive Rights
Tag-Along Rights
Drag-Along Rights
Transfer Restrictions
Indemnification
Costs and Expenses
Termination
Force Majeure
Severability
Entire Agreement
Counterparts
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