Note And Warrant Purchase Agreement Template for Singapore

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Key Requirements PROMPT example:

Note And Warrant Purchase Agreement

"Need a Note and Warrant Purchase Agreement for our Singapore-based AI startup raising $5 million from three institutional investors, with a 20% warrant coverage and 18-month maturity, closing planned for March 2025."

What is a Note And Warrant Purchase Agreement?

The Note And Warrant Purchase Agreement is a crucial financing document used when companies seek to raise capital through a hybrid instrument that offers both debt and equity features. It is particularly relevant in Singapore's dynamic business environment, where companies need flexible financing options. The agreement details the terms of the note purchase, warrant coverage, conversion rights, and investor protections, all while ensuring compliance with Singapore's regulatory framework. This document is commonly employed in growth-stage financing rounds where investors seek the security of debt with potential equity upside.

What sections should be included in a Note And Warrant Purchase Agreement?

1. Parties: Identification of the company issuing notes/warrants and the purchaser(s)

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

3. Definitions: Key terms used throughout the agreement

4. Purchase and Sale: Terms of the note and warrant purchase, including price and quantity

5. Closing Conditions: Prerequisites for completing the transaction

6. Representations and Warranties: Statements of fact by both parties

7. Covenants: Ongoing obligations of the parties

8. Events of Default: Circumstances constituting default and consequences

9. Remedies: Rights and remedies available to parties in case of default or breach

10. Miscellaneous: Standard boilerplate provisions including governing law, notices, and amendments

What sections are optional to include in a Note And Warrant Purchase Agreement?

1. Registration Rights: Rights regarding registration of securities when public offering is contemplated

2. Board Observation Rights: Investor rights to observe board meetings, typically for significant investments

3. Tag-Along Rights: Co-sale rights for investors when requested by major investors

4. Information Rights: Investor rights to receive financial and other company information

5. Participation Rights: Rights to participate in future financing rounds

What schedules should be included in a Note And Warrant Purchase Agreement?

1. Form of Note: Template of the actual promissory note

2. Form of Warrant: Template of the warrant certificate

3. Capitalization Table: Current and post-investment capital structure

4. Disclosure Schedule: Exceptions to representations and warranties

5. Investment Terms: Detailed terms of the investment including pricing and exercise periods

6. Corporate Resolutions: Board and/or shareholder resolutions authorizing the transaction

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

Securities and Futures Act (Cap. 289): Primary legislation governing securities, derivatives, and investment products in Singapore. Regulates offering and trading of securities, including notes and warrants.

Companies Act (Cap. 50): Core legislation governing corporate entities in Singapore, including issuance of shares, debentures, and other securities.

Contracts Act (Cap. 53): Fundamental law governing contract formation and enforcement in Singapore, essential for the agreement's validity.

Securities and Futures Regulations 2018: Detailed regulations regarding offers of investments, securities, and derivatives contracts, including disclosure requirements.

MAS Guidelines: Regulatory guidelines issued by Monetary Authority of Singapore covering investment offers and securities trading.

Financial Advisers Act (Cap. 110): Regulates financial advisory services and requirements for investment advice related to securities.

SGX Listing Rules: Requirements for listed companies if the notes or warrants are to be listed on Singapore Exchange.

Securities Offering Requirements: Specific requirements for offering securities, including prospectus requirements and exemptions.

Disclosure Obligations: mandatory information disclosure requirements to investors, including material information and risks.

Registration Requirements: Requirements for registering securities offerings with relevant authorities.

Foreign Investment Regulations: Rules governing foreign investment and ownership of securities in Singapore.

Currency Control Regulations: Requirements regarding currency transactions and controls for international investments.

Tax Regulations: Tax implications and requirements for note and warrant issuances and trading.

Corporate Authority Requirements: Requirements regarding corporate approvals and authorizations needed for issuing notes and warrants.

Electronic Transactions Act: Regulations governing electronic execution and recording of transactions, if applicable.

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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