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Convertible Loan Note Agreement
"Need a Convertible Loan Note Agreement for a Singapore tech startup receiving SGD 500,000 from an angel investor, with conversion triggered at the next funding round and a 20% discount on the conversion price. The loan should have an 8% annual interest rate and mature in March 2025."
1. Parties: Identification of the Lender(s) and Borrower with full legal details
2. Background: Context of the loan, purpose, and basic commercial terms
3. Definitions and Interpretation: Key terms used throughout the agreement and interpretation rules
4. Loan Amount and Drawdown: Specification of the loan amount and drawdown conditions
5. Interest: Interest rate, calculation method, and payment terms
6. Conversion Rights: Terms and conditions for converting the loan into equity
7. Repayment Terms: Repayment schedule and mechanisms if not converted
8. Events of Default: Circumstances constituting default and consequences
9. Representations and Warranties: Standard company and legal representations
1. Security: Details of any security or guarantees - used when the loan is secured
2. Information Rights: Lender's rights to company information - used for sophisticated investors or large loans
3. Anti-dilution Protection: Provisions protecting conversion rights from dilution - used when requested by sophisticated investors
4. Tag-Along Rights: Rights to participate in future share sales - used for strategic investors
1. Schedule 1 - Form of Conversion Notice: Template notice for exercising conversion rights
2. Schedule 2 - Conditions Precedent: List of conditions to be satisfied before drawdown
3. Schedule 3 - Calculation of Conversion Price: Detailed formula and examples for conversion price calculation
4. Schedule 4 - Form of New Shareholders' Agreement: Draft shareholders' agreement post-conversion
5. Appendix A - Corporate Details: Company information and corporate structure
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