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Convertible Promissory Note
"Need a Convertible Promissory Note for a seed investment of SGD 500,000 into my Singapore-based fintech startup, with a 20% discount rate and 18-month maturity ending June 2025."
1. Parties: Identification of the lender and borrower, including full legal names and addresses
2. Background: Context of the loan and relationship between parties, including purpose of the note
3. Definitions: Key terms used throughout the note, including conversion-related definitions
4. Principal Amount: Amount of the loan and payment terms
5. Interest Rate: Specified interest rate, calculation method, and payment schedule
6. Maturity Date: When the note becomes due and repayment obligations
7. Conversion Rights: Terms and conditions for converting the note to equity, including conversion price and timing
8. Events of Default: Circumstances constituting default and consequences thereof
9. Governing Law: Specification of Singapore law as governing law and jurisdiction
1. Security: Terms relating to any collateral or security provided for the note
2. Subordination: Priority ranking of the note in relation to other creditors
3. Assignment: Rights and restrictions regarding transfer of the note
4. Information Rights: Rights of the lender to receive company information and financial statements
1. Schedule 1 - Conversion Mechanics: Detailed procedures and formulas for conversion calculations
2. Schedule 2 - Form of Conversion Notice: Template notice to be used when exercising conversion rights
3. Schedule 3 - Cap Table: Current capitalization of the company pre and post-conversion scenarios
4. Schedule 4 - Calculation Examples: Examples illustrating interest calculations and conversion scenarios
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