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Convertible Promissory Note Purchase Agreement
"I need a Convertible Promissory Note Purchase Agreement for my Singapore-based fintech startup to secure a bridge round of SGD 2 million from three angel investors, with a 20% discount rate and 18-month maturity date ending June 2025."
1. Parties: Identification of the issuer and purchaser(s) of the convertible promissory note
2. Background: Context of the note issuance and investment relationship between the parties
3. Definitions: Key terms and definitions used throughout the agreement
4. Purchase and Sale of Notes: Core terms of the note purchase transaction including amount, interest rate, and maturity date
5. Closing Conditions: Requirements and conditions precedent for completing the transaction
6. Conversion Rights: Terms governing conversion into equity, including trigger events and conversion price
7. Repayment Terms: Payment schedule, conditions, and mechanics for repayment
8. Events of Default: Circumstances constituting default and consequences thereof
1. Information Rights: Provisions granting investors rights to access company information and financial statements
2. Board Observer Rights: Rights granted to investors to attend and observe board meetings
3. Pre-emptive Rights: Rights granted to investors to participate in future funding rounds to prevent dilution
1. Form of Note: Template of the actual promissory note with all relevant terms
2. Capitalization Table: Current ownership structure of the company showing all shareholders and their holdings
3. Disclosure Schedule: Company disclosures and exceptions to representations and warranties
4. Conversion Mechanics: Detailed procedures and calculations for converting the note into equity
Authors
Applicable Law
Board
Business Day
Closing
Closing Date
Company
Conversion
Conversion Date
Conversion Price
Conversion Rights
Conversion Shares
Default Interest Rate
Directors
Discounted Conversion Price
Event of Default
Fully Diluted Share Capital
Interest Rate
Investment Amount
Investor
Maturity Date
Next Equity Financing
Note(s)
Noteholder(s)
Ordinary Shares
Party/Parties
Prescribed Rate
Principal Amount
Qualified Financing
Regulatory Approvals
Repayment Date
Securities
SGD
Singapore Dollars
Shareholders' Agreement
Subscription Price
Transaction Documents
Valuation Cap
Closing Conditions
Representations and Warranties
Conversion Rights
Interest
Maturity and Repayment
Events of Default
Subordination
Information Rights
Amendment and Waiver
Assignment
Confidentiality
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Further Assurance
Costs and Expenses
Board Observer Rights
Pre-emptive Rights
Most Favored Nation
Registration Rights
Transfer Restrictions
Force Majeure
Indemnification
Termination
Counterparts
Time of Essence
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