Convertible Promissory Note Purchase Agreement for Singapore

Convertible Promissory Note Purchase Agreement Template for Singapore

A Singapore-law governed agreement that documents the terms and conditions under which investors provide funding to a company in exchange for convertible promissory notes. These notes represent debt that can later be converted into equity under specified conditions. The agreement includes provisions for interest rates, maturity dates, conversion mechanisms, and investor rights, all structured within Singapore's legal framework and regulatory requirements.

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What is a Convertible Promissory Note Purchase Agreement?

The Convertible Promissory Note Purchase Agreement is commonly used in Singapore's startup ecosystem as a bridge financing instrument. It allows companies to raise capital without immediately setting a valuation, while providing investors with the potential upside of equity ownership. The document, governed by Singapore law, typically includes detailed terms about the note's face value, interest rate, maturity date, conversion triggers, and discount rates. It's particularly useful for early-stage companies raising funds between equity rounds or when valuation determination is challenging.

What sections should be included in a Convertible Promissory Note Purchase Agreement?

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

What sections are optional to include in a Convertible Promissory Note Purchase Agreement?

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

What schedules should be included in a Convertible Promissory Note Purchase Agreement?

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

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

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Technology Startups
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E-commerce

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Corporate Development
Executive Management
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Chief Executive Officer
Chief Financial Officer
General Counsel
Investment Manager
Startup Founder

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What is a Convertible Promissory Note Purchase Agreement?

What sections should be included in a Convertible Promissory Note Purchase Agreement?

What sections are optional to include in a Convertible Promissory Note Purchase Agreement?

What schedules should be included in a Convertible Promissory Note Purchase Agreement?

Authors

Alex Denne

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