Convertible Equity Agreement Template for Singapore

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Key Requirements PROMPT example:

Convertible Equity Agreement

"I need a Convertible Equity Agreement under Singapore law for my tech startup receiving a $500,000 investment from a VC firm, with a valuation cap of $5 million and automatic conversion triggered at Series A funding."

What is a Convertible Equity Agreement?

The Convertible Equity Agreement is commonly used in Singapore's startup ecosystem for early-stage investments where company valuation may be premature or challenging to determine. This document provides a structured way to invest in a company while deferring equity pricing until a later funding round or specific milestone. It includes essential terms such as conversion triggers, valuation caps, and investor rights, all compliant with Singapore's legal framework. The agreement is particularly useful for bridge financing or when parties want to expedite the investment process without immediate equity dilution.

What sections should be included in a Convertible Equity Agreement?

1. Parties: Identification and details of the investor and company

2. Background: Context of the investment and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Investment Amount: Specification of investment sum and payment terms

5. Conversion Rights: Terms and conditions for converting the investment into equity

6. Conversion Price: Formula or mechanism for determining conversion price

7. Company Representations: Company's warranties and representations

8. Investor Representations: Investor's warranties and representations

9. Termination: Circumstances and process for agreement termination

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

1. Pro-rata Rights: Rights for investor to participate in future funding rounds to maintain ownership percentage

2. Information Rights: Rights to receive company financial and operational information, typically for larger investments

3. Board Rights: Rights to board representation or observation, usually for strategic or major investors

4. Tag-Along Rights: Right to join in sale of shares by other shareholders, typically for major investors

What schedules should be included in a Convertible Equity Agreement?

1. Capitalization Table: Current and post-conversion shareholding structure of the company

2. Conversion Mechanics: Detailed procedures and calculations for conversion of investment into equity

3. Company Information: Key corporate and financial information about the company

4. Shareholders' Agreement Terms: Key terms to be included in shareholders' agreement post-conversion

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Industries

Companies Act (Cap. 50): Primary legislation governing corporate matters including company formation, share issuance, corporate governance, share capital and rights, share transfers and conversions, and directors' duties and obligations

Securities and Futures Act (Cap. 289): Regulates securities offerings, sets disclosure requirements, provides investor protection provisions, and defines securities and related instruments

MAS Guidelines: Monetary Authority of Singapore guidelines covering regulatory requirements for financial instruments, investment restrictions, and compliance requirements

Contract Law Act: Governs formation and validity of contracts, consideration requirements, terms and conditions, breach and remedies under Singapore common law

Stamp Duties Act: Legislation governing applicable stamp duties on share transfers and related documentation requirements

Income Tax Act: Covers tax implications of equity conversions and treatment of investments and returns

Personal Data Protection Act 2012: Stipulates requirements for handling personal data of parties involved in the agreement

Competition Act: Relevant legislation when conversion could lead to ownership changes affecting market competition

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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