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Unsecured Convertible Promissory Note
"Need an Unsecured Convertible Promissory Note for our Singapore-based tech startup to secure $500,000 in bridge financing, with a 2-year maturity ending March 2025 and conversion rights at a $5M valuation cap."
1. Parties: Identifies the lender and borrower with full legal names and addresses
2. Background: Context of the loan and relationship between parties
3. Definitions: Key terms used throughout the document
4. Principal Amount: Specifies the loan amount and currency
5. Interest Rate: Details of interest calculation and payment terms
6. Maturity Date: When the note becomes due and payable
7. Conversion Rights: Terms and conditions for converting the note to equity
8. Events of Default: Circumstances that trigger default and remedies
1. Security: Any collateral arrangements (though typically none for unsecured notes)
2. Subordination: Ranking of the note relative to other debt
3. Prepayment Rights: Terms for early repayment if allowed
1. Schedule 1 - Conversion Mechanics: Detailed procedures for converting the note to shares
2. Schedule 2 - Form of Conversion Notice: Template notice for exercising conversion rights
3. Schedule 3 - Capitalization Table: Current and post-conversion ownership structure
4. Schedule 4 - Payment Schedule: If interest payments are scheduled before maturity
Authors
Affiliate
Business Day
Change of Control
Company
Conversion Date
Conversion Notice
Conversion Price
Conversion Rights
Conversion Shares
Default Interest Rate
Event of Default
Fully Diluted Share Capital
Governing Law
Interest Payment Date
Interest Rate
Issue Date
Lender
Maturity Date
Note
Outstanding Principal
Permitted Transferee
Principal Amount
Qualifying Financing
Qualifying Financing Securities
Reserved Matter
Securities
SGD
Shareholders Agreement
Shares
Subscription Agreement
Valuation Cap
Payment Terms
Conversion Rights
Conversion Mechanics
Maturity and Repayment
Events of Default
Representations and Warranties
Information Rights
Pre-emptive Rights
Transfer Restrictions
Subordination
Covenants
Notices
Assignment
Amendment and Waiver
Governing Law and Jurisdiction
Confidentiality
Further Assurance
Costs and Expenses
Entire Agreement
Severability
Counterparts
No Security Interest
Acceleration Rights
Corporate Authorization
Tax Provisions
Most Favored Nation
Anti-dilution Protection
Tag-along Rights
Dispute Resolution
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