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The Convertible Note Subscription Agreement is commonly used by startups and growth companies in Singapore seeking to raise capital without immediately diluting equity. It provides a bridge between debt and equity financing, offering investors the security of debt with the upside potential of equity. This document is particularly relevant in early-stage funding rounds where company valuation might be challenging to determine. Under Singapore law, the agreement must carefully balance regulatory compliance with commercial flexibility, particularly regarding securities laws and corporate requirements. It typically includes detailed provisions on conversion mechanisms, valuation caps, discount rates, and investor protections.

1. Parties: Identifies the issuer and subscriber(s) of the convertible notes

2. Background: Context of the note issuance and purpose of the financing

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

4. Subscription and Issue: Terms of subscription and issuance of the notes, including subscription amount and closing conditions

5. Conversion Rights: Terms and conditions for converting notes to shares, including conversion price and triggering events

6. Interest: Interest rate, calculation method and payment terms

7. Maturity and Repayment: Maturity date and repayment provisions, including early repayment rights

8. Events of Default: Circumstances constituting default and consequences thereof

9. Representations and Warranties: Key statements and assurances by parties regarding their capacity and authority