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Convertible Notes Agreement

Convertible Notes Agreement Template for Singapore

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Key Requirements PROMPT example:

Convertible Notes Agreement

"Need a Convertible Notes Agreement for our Singapore-based AI startup to raise SGD 2 million from three venture capital investors, with a 5% interest rate and automatic conversion upon a Series A round closing by March 2025."

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What is a Convertible Notes Agreement?

The Convertible Notes Agreement is commonly used by Singapore-based companies, particularly startups and growth-stage businesses, seeking to raise capital without immediate equity dilution. This document type combines debt financing features with potential equity participation, offering investors the security of debt with upside potential through conversion rights. The agreement must comply with Singapore's regulatory requirements, including the Companies Act and Securities and Futures Act, and typically includes detailed terms on interest rates, maturity dates, conversion triggers, and valuation mechanisms. It serves as a bridge financing tool, often used between equity funding rounds or when traditional equity valuation is challenging.

What sections should be included in a Convertible Notes Agreement?

1. Parties: Identifies the issuer and noteholder(s)

2. Background: Explains context and purpose of the convertible note issuance

3. Definitions: Key terms used throughout the agreement including conversion terms, maturity date, and interest rate

4. Subscription and Issue: Terms of note subscription and issuance, including principal amount and payment terms

5. Interest: Interest rate, calculation method, and payment terms in compliance with Singapore regulations

6. Conversion Rights: Terms and conditions for converting notes to equity, including conversion price and mechanisms

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

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

9. Representations and Warranties: Statements of fact by parties, including compliance with Singapore law

What sections are optional to include in a Convertible Notes Agreement?

1. Security: Terms of any security arrangements if the notes are secured against company assets

2. Tag-Along Rights: Rights of noteholders in case of company sale or transfer of shares

3. Information Rights: Rights to company information, financial statements and reporting obligations

4. Board Observer Rights: Rights of noteholders to appoint board observers or attend board meetings

5. Foreign Investment Provisions: Specific provisions for foreign investors including compliance with Singapore foreign investment laws

What schedules should be included in a Convertible Notes Agreement?

1. Note Certificate Form: Template of the physical note certificate to be issued

2. Conversion Notice Form: Template form for noteholders to exercise their conversion rights

3. Capitalization Table: Current and post-conversion capital structure of the company

4. Company Information: Key corporate details, structure, and relevant company registration information

5. Calculation of Interest: Detailed methodology for interest calculation and payment schedule

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Industries

Companies Act (Cap. 50): Primary legislation governing corporate entities in Singapore, regulating company formation, management, and corporate actions including issuance of securities and debt instruments

Securities and Futures Act (Cap. 289): Regulates capital markets activities, securities offerings, and financial instruments including convertible notes, along with disclosure requirements and investor protection measures

Singapore Contract Law: Common law principles governing formation and enforcement of contracts, including contractual obligations, terms, and remedies

Moneylenders Act (Cap. 188): Regulates money lending activities and interest rates, potentially applicable to convertible note arrangements

MAS Guidelines: Regulatory guidelines issued by Monetary Authority of Singapore governing financial instruments and securities offerings

Small Offers Exemption: Provisions under Securities and Futures Act allowing exemptions for private placements and small offerings below certain thresholds

Income Tax Act: Tax legislation governing treatment of interest payments, conversion of notes to equity, and related tax implications

Stamp Duties Act: Regulations on stamp duty obligations for financial instruments and their transfer or conversion

Foreign Investment Rules: Regulations governing foreign investment in Singapore companies, including currency control and cross-border transaction requirements

Constitutional Documents Compliance: Requirements to ensure convertible note terms align with company's constitution, shareholding structure, and corporate governance rules

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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