Singapore
Legal Templates
Note Subscription Agreement

Note Subscription Agreement Template for Singapore

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Key Requirements PROMPT example:

Note Subscription Agreement

"I need a Note Subscription Agreement for a Singapore tech startup issuing secured convertible notes worth SGD 5 million to three institutional investors, with conversion rights exercisable after March 2025 and a maturity date of December 2025."

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What is a Note Subscription Agreement?

The Note Subscription Agreement is a crucial document used when companies seek to raise debt financing through the issuance of notes in Singapore. It serves as the primary contractual framework governing the relationship between the issuer and subscribers, ensuring compliance with Singapore's regulatory requirements, particularly under the Securities and Futures Act and MAS guidelines. The agreement details all aspects of the note issuance, including subscription terms, payment mechanics, note characteristics, and investor rights. It's particularly valuable for companies seeking alternative financing options to traditional bank loans or equity funding.

What sections should be included in a Note Subscription Agreement?

1. Parties: Identification of issuer and subscriber(s)

2. Background: Context of the note issuance and purpose

3. Definitions: Key terms used throughout the agreement

4. Subscription Terms: Core terms of the note subscription including amount, price, and payment terms

5. Note Terms: Key terms of the notes including interest, maturity, and redemption rights

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

7. Conditions Precedent: Conditions that must be satisfied before completion

8. Completion: Process and requirements for closing the subscription

What sections are optional to include in a Note Subscription Agreement?

1. Security: Terms of any security provided for the notes - include when notes are secured

2. Conversion Rights: Terms for converting notes to equity - include for convertible notes

3. Events of Default: Circumstances constituting default - typically included for longer-term notes

What schedules should be included in a Note Subscription Agreement?

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

2. Conditions Precedent Documents: List of required documents for completion

3. Note Terms: Detailed terms and conditions of the notes

4. Form of Transfer Certificate: Template for transferring notes between holders

5. Corporate Information: Key corporate details of the issuer

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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alex.den.21@genieai.co
Relevant legal definitions
Accredited Investor
Aggregate Principal Amount
Business Day
Certificates
Closing Date
Completion
Conditions Precedent
Constitutional Documents
Default
Event of Default
Governmental Authority
Interest Payment Date
Interest Period
Interest Rate
Issue Date
Issuer
Law
Applicable Law
Material Adverse Effect
Maturity Date
Notes
Note Documents
Noteholder
Principal Amount
Redemption Amount
Redemption Date
Register
Registrar
Security
Security Documents
SGX-ST
Subscription Amount
Subscription Price
Subscriber
Subscription Rights
Tax
Transaction Documents
Transfer
Warranties
Industries

Securities and Futures Act (Cap. 289): Primary legislation governing securities offerings, trading, and investment products in Singapore. Covers prospectus requirements, licensing, and regulatory framework.

Companies Act (Cap. 50): Fundamental legislation governing corporate entities in Singapore, including requirements for board approval, shareholders' rights, and corporate governance.

Contract Law (Amendment) Act 2022: Recent updates to Singapore's contract law framework affecting formation and enforcement of contracts, including electronic contracts.

Electronic Transactions Act 2010: Legislation governing electronic transactions and digital signatures, relevant for electronic execution of agreements.

MAS Guidelines: Regulatory guidelines issued by the Monetary Authority of Singapore covering various aspects of securities offerings and investment products.

Securities and Futures Regulations: Detailed regulations under the SFA specifying requirements for securities offerings, including private placement and accredited investor rules.

MAS Notice on Offering of Investment Products: Specific requirements for offering investment products in Singapore, including disclosure and marketing requirements.

KYC/AML Requirements: Know Your Customer and Anti-Money Laundering requirements including customer due diligence and reporting obligations.

Tax Legislation: Various tax laws affecting note subscriptions including stamp duty, withholding tax, and income tax implications.

Foreign Ownership Restrictions: Regulations governing foreign ownership limitations and investment restrictions in Singapore securities.

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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